Zoetis (ZTS) 10-K risk factor changes: FY2024 vs FY2023

*In addition to the other information set forth in this [removed: 2023] [added: 2024] Annual Report, any of the factors described below could materially adversely affect our operating results, financial condition and liquidity, which could cause the trading price of our securities to decline.*

We generally identify forward-looking statements by [added: using] words such as “anticipate,” “estimate,” “could,” “expect,” “intend,” “project,” “plan,” “predict,” “believe,” “seek,” “continue,” “outlook,” [removed: "objective," "target,"] [added: “forecast,” “objective,” “target,”] “may,” “might,” “will,” “should,” “can have,” “likely” or the negative version of these words or comparable words or by using future dates in connection with any discussion of future performance, actions or events.

*In particular, forward-looking statements include statements relating to our future actions, business plans or prospects, prospective products, product approvals or products under development, product and supply chain disruptions, R&D costs, timing and likelihood of success, future operating or financial performance, future results of current and anticipated products and services, strategies, sales efforts, expenses, production efficiencies, production margins, anticipated timing of generic market entries, integration of acquired businesses, [added: anticipated impact or timing of divestitures,] interest rates, tax rates, [added: tariffs,] changes in tax regimes and laws, foreign exchange rates, growth in emerging markets, the outcome of contingencies, such as legal proceedings, plans related to share repurchases and dividends,* *government [removed: regulation] [added: regulation, taxes] and financial results.

As a result, they may be able to devote more resources to [added: researching,] developing, manufacturing, marketing and selling their products, initiating or withstanding substantial price competition or more readily taking advantage of [removed: acquisitions] [added: acquisitions, collaborations] or other opportunities.

In recent years, there has been an increase in consolidation in the animal health industry, which could result in existing competitors realizing additional efficiencies or improving portfolio bundling opportunities, thereby potentially increasing their market share and pricing power, which could lead to [added: an increase in competition and] a decrease in our revenue and [removed: profitability and an increase in competition.][added: profitability.]

If any of our top-selling products or product lines experience issues, such as loss of patent protection, material product liability litigation, new or unexpected side [removed: effects,] [added: effects (or an increased frequency of serious, expected adverse events),] manufacturing or supply chain disruptions, regulatory [removed: proceedings,] [added: proceedings or enforcement,] labeling changes, [added: public regulatory communications,] negative [removed: publicity,] [added: publicity or social media attention,] changes to veterinarian or customer preferences, and/or disruptive innovations or the introduction of competing and/or more effective products, our revenues could be negatively impacted, perhaps significantly.

For example, our five top-selling products and product lines, Simparica/Simparica Trio, Apoquel/Apoquel Chewable, Cytopoint, [removed: Revolution/Revolution Plus/Stronghold] [added: Librela] and [added: our] ceftiofur line, contributed approximately [removed: 37%] [added: 41%] of our revenue in [removed: 2023,] [added: 2024,] and [removed: any] [added: certain] issues with these top-selling products and product lines [removed: would] [added: could] have a more significant impact to our results of operations.

Unanticipated safety, quality or efficacy concerns can arise with respect to our products, whether or not scientifically or clinically supported, which can lead to product recalls, [added: label changes, public regulatory communications, negative publicity or social media attention,] withdrawals or suspended or declining sales, as well as product liability and other claims.

The extent of protection afforded by our patents varies from country to country and is limited by the scope of the claimed [added: subject matter of our patents, the term of the patent and the availability and enforcement of legal remedies in the applicable country and potential legislative or regulatory changes to the underlying patent framework.]

In the years since the start of generic and other competition, sales of our Rimadyl chewable and Draxxin products have declined in the U.S., the largest market for these products, by [removed: 33% and 47%, respectively,] [added: 40%] and [removed: additional declines are expected in subsequent years.][added: 49%, respectively.]

Macroeconomic, business, political and financial disruptions, including public health crises or pandemics, [removed: such as COVID-19,] could have a material adverse effect on our operating results, financial condition and liquidity.

Russia’s invasion of Ukraine, the [added: regional] conflict [removed: between Israel and Hamas (including any escalation or expansion),] [added: in the Middle East,] economic weakness in China, the COVID-19 pandemic, as well as inflation, are examples of recent global economic conditions that could have an adverse effect on our operating results, financial condition and liquidity.

Infectious disease outbreaks, pandemics, sanctions, geopolitical instability and widespread fear of spreading disease through human contact can cause disruptions to or negatively impact our [removed: customers’] [added: customers’, our suppliers’] and our distributors’ business operations, which could materially adversely affect our operating results.

If these trends [removed: towards consolidation] continue, these customers and distributors could attempt to improve their profitability by leveraging their buying power to obtain favorable pricing.

Companion animal owners also could decrease their reliance [removed: on, and visits to,] [added: on] veterinarians as they rely more on internet-based animal health information.

Because we primarily market our companion animal products through the veterinarian distribution channel, any decrease in [removed: visits to] [added: reliance on] veterinarians by companion animal owners could reduce our market share for such products and materially adversely affect our operating results and financial condition.

In recent years, outbreaks of various diseases, including African Swine Fever, avian [added: influenza and highly pathogenic avian] influenza, foot-and-mouth disease, bovine spongiform [added: encephalopathy (otherwise known as BSE or mad cow disease) and porcine epidemic diarrhea virus (otherwise known as PEDv), have impacted the animal health business.]

[removed: The discovery of additional cases of any of these, or new diseases may] result in additional restrictions on animal proteins, reduced herd sizes, or reduced demand for animal protein, which may have a material adverse effect on our operating results and financial condition.

We may invest significant time and resources in [added: researching,] developing, marketing, or acquiring new lines of business and/or offering new products and services.

Our lack of experience or knowledge, as well as external factors, such as compliance with [added: new or evolving] regulations, [added: legislative changes,] competitive alternatives and shifting market preferences, may also impact the success of an acquisition or the implementation of a new line of business or a new product or service.

Restrictions and bans on the use of [removed: and] [added: and/or] consumer preferences regarding antibacterials in food-producing animals may become more prevalent.

In some countries, this issue has led to government restrictions and bans on the use of specific antibacterials in some food-producing [removed: animals, regardless of the route of administration (in feed or injectable).][added: animals.]

Our total revenue attributable to antibacterials for livestock was [removed: less than] [added: approximately] $950 million for the year ended December 31, [removed: 2023.][added: 2024.]

For example, regulations regarding antibiotic usage in animals have been introduced in [removed: certain] [added: several] markets, including the U.S., the EU, [removed: China, France, Germany,] [added: the U.K., China] and Vietnam.

Adverse consumer views related to the use of one or more of our [removed: products] [added: products, including vaccines,] in livestock also may result in a decrease in the use of such products and could materially adversely affect our operating results and financial condition.

[removed: While our evaluation of any] potential transaction includes business, legal and financial due diligence with the goal of identifying and evaluating the material risks involved, our due diligence reviews may not identify all of the issues necessary to accurately estimate the cost and potential loss contingencies of a particular transaction, including potential exposure to regulatory sanctions or fines resulting from an acquisition target's previous activities, inadequate controls, or costs associated with any quality issues with an acquisition target’s legacy products.

Adverse weather events and natural disasters may [removed: also] interfere with and negatively impact operations at our manufacturing sites, research and development facilities and office buildings, which could have a material adverse effect on our operating results and financial condition, especially if such interruptions to regular operations are frequent or prolonged.

We operate in many regions, countries and communities around the world where our businesses, [removed: and] our activities and the activities of our customers and suppliers, could be disrupted by climate change.

In addition, concerns regarding greenhouse gas emissions and other potential environmental impacts [removed: of] [added: from] livestock production have led to some consumers opting to limit or avoid consuming animal products.

[removed: Feed,] [added: Also, feed,] fuel and transportation and other key costs for livestock producers may increase or animal protein prices or sales may decrease.

[removed: In addition, concerns] [added: Concerns] about the financial resources of pet owners [removed: also] could cause veterinarians to alter their treatment [removed: recommendations] [added: recommendation] in favor of lower-cost alternatives to our products.

These [removed: shifts] [added: trends] could result in a decrease in sales of our companion animal products, especially in developed countries where there is a higher rate of pet [removed: ownership.][added: ownership, inhibit our livestock product customers from paying us for products delivered or reduce spending on our products.]

[removed: We] could [removed: experience a disruption of our operations or higher ongoing labor costs, which could] have a material adverse effect on our operating results and financial condition, potentially resulting in canceled orders by customers, unanticipated inventory accumulation or shortages and reduced revenue and net income.

As of December 31, [removed: 2023,] [added: 2024,] we had goodwill of [removed: $2.8] [added: $2.7] billion and identifiable intangible assets, less accumulated amortization, of [removed: $1.3] [added: $1.1] billion.

On December 31, [removed: 2023,] [added: 2024,] we had a global manufacturing network consisting of [removed: 29] [added: 22] manufacturing sites located in [removed: 12] [added: 11] countries.

We also employ a network of [removed: 109] [added: over 110] third-party CMOs.

- labor problems, including any [removed: COVID-related] [added: pandemic-related] impacts;

For example, during the COVID-19 pandemic we [removed: have] experienced challenges in manufacturing certain products including Simparica Trio, and the component parts of certain products including Librela and Solensia, that have impacted our ability to meet customer demand.

As a result, we [removed: have] had to take certain measures including placing limits on the amounts of product veterinarians could purchase and delayed the launch of the product in certain markets.

The materials used to manufacture our products may be subject to availability constraints and price volatility caused by changes in demand, weather conditions, supply conditions, government regulations, economic climate and other [removed: factors, including any impacts caused by the COVID-19 pandemic.][added: factors.]

We also face competition from lower-priced generic alternatives to our products that no longer have patent protection.

See "--Generic and other products may be viewed as more cost-effective than our products."

15 |

The discovery of additional or more severe cases of any of these, or new diseases may

As a result of the divestiture of our medicated feed additive product portfolio, certain water soluble products and related assets, we anticipate our total revenues attributable to antibacterials for livestock will decrease.

While our evaluation of any

We could experience a disruption of our operations or higher ongoing labor costs, which

we propose to market those products.

We do not anticipate further communication from the Department of Justice as the statutory response period has lapsed without a response.

pharmaceutical ingredient in our Apoquel product.

threaten data confidentiality, integrity and availability.

In addition, because our financial statements are reported in U.S. dollars, changes in currency exchange rates,

We continue to monitor pending OECD guidance and legislation enactment and implementation by individual countries.

For example, as disclosed in *Note 8.

Tax Matters*, in September 2024, the IRS issued a Revenue Agent Report related to the one-time mandatory deemed repatriation tax.

Based on current facts and circumstances, we disagree with the IRS' position and will defend our position taken on the 2018 U.S. Federal Income Tax return, however, there can be no assurance as to the outcome of this or other examinations.

laws, as well as confidentiality and license agreements with our employees and others, to protect our intellectual property and proprietary rights.

subject matter of our patents, the term of the patent and the availability and enforcement of legal remedies in the applicable country.

This trend has been demonstrated by the significant shift away from the veterinarian distribution channel in the sale of flea and tick products in recent years and has been accelerated by the increase in e-commerce during the COVID-19 pandemic.

encephalopathy (otherwise known as BSE or mad cow disease) and porcine epidemic diarrhea virus (otherwise known as PEDv), have impacted the animal health business.

Antibacterials refer to small molecules that can be used to treat or prevent bacterial infections and are a sub-categorization of the products that make up our anti-infectives and medicated feed additives portfolios.

Our reported results of operations could be negatively affected by acquisition or disposition-related charges, amortization of expenses related to intangibles and charges for impairment of long-term assets.

For example, severe droughts can lead to a decrease in harvested corn and higher corn prices, which may impact the profitability of livestock producers of cattle, pork and poultry.

Higher corn prices may contribute to reductions in herd or flock sizes that may result in reduced spending on animal health products.

Adverse weather conditions and natural disasters may also have a material adverse impact on the aquaculture business.

Increased temperatures and rising water levels may negatively impact our livestock customers by increasing the prevalence of parasites and diseases that affect food animals.

In addition, changes in water temperatures could affect the timing of reproduction and growth of various fish species, and trigger the outbreak of certain water borne diseases.

Either of these trends could cause deterioration in the financial condition of our livestock product customers, potentially inhibiting their ability to purchase our products or pay us for products delivered.

Our livestock product customers may offset rising costs by reducing spending on our products, including by switching to lower-cost alternatives to our products.

factors.

For example, changes in regulations applicable to our industry may make it more time-consuming and/or costly to research, develop and register products.

products from the market, and civil or criminal prosecution, as well as decreased sales as a result of negative publicity and product liability claims.

The U.S. Department of Justice has not responded to date.

In the U.S., there is a significant possibility that some form of regulation will be enacted at the federal level to address the effects of climate change, including the climate change disclosure rules from the SEC that are expected to be finalized in 2024.

For example, the state of Maine requires reporting of intentionally added PFAS in products, and the sale in Maine of any products containing intentionally added PFAS will be prohibited after January 1, 2030 (subject to certain exceptions to be promulgated by the Maine Department of Environmental Protection).

For example, Ketamine, the active pharmaceutical ingredient in our Ketaset product (a nonnarcotic, nonbarbiturate agent for anesthetic use in cats), is classified as a Schedule III drug under the Controlled Substances Act due to its moderate to low potential for physical and psychological dependence.

As a result, we possess and process an increasing amount of personal data.

For example, our sales in certain emerging markets have suffered from extended periods of disruption due to natural disasters and adverse weather conditions.

There can be no assurance as to the outcome of these examinations.

destruction of information (including confidential business information, trade secrets, intellectual property and corporate strategic plans), defective products, production downtimes and operational disruptions.

Risks associated with our online business include: disruptions in telephone or internet service or power outages; failures of the information systems that support our website, including inadequate system capacity, computer viruses, human error, changes in programming, security breaches, system upgrades or migration of these services to new systems; reliance on third parties for computer hardware and software as well as delivery of merchandise to our customers; rapid technology changes; credit card fraud; natural disasters or adverse weather conditions; power and network outages; changes in applicable federal and state regulations; liability for online content; and consumer privacy concerns.

27 |

Our management’s discussion and analysis of financial condition and results of operations (MD&A) is provided to assist readers in understanding our performance, as reflected in the results of our operations, our financial condition and our cash [removed: flows.][added: flows and should be read in conjunction with our consolidated financial statements and notes to consolidated financial statements included in *Item 8.]

A discussion regarding our financial condition and results of operations for fiscal [removed: 2023] [added: 2024] compared to fiscal [removed: 2022] [added: 2023] is presented below.

A discussion regarding our financial condition and results of operations for fiscal [removed: 2022] [added: 2023] compared to fiscal [removed: 2021] [added: 2022] can be found under Item 7 of Part II of our Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2022,] [added: 2023,] filed with the SEC on February 14, [removed: 2023] [added: 2024] (our [removed: “2022] [added: “2023] Annual Report”), which is available free of charge on the SEC’s website at www.sec.gov.

For over 70 years, we have been innovating ways to predict, prevent, detect, and treat animal illness, and continue to stand by those raising and caring for animals worldwide - from veterinarians and pet owners to livestock [removed: farmers and ranchers.][added: producers.]

Within each of these operating segments, we offer [removed: a diversified product portfolio] [added: diverse products] for both companion animals and livestock customers in order to capitalize on local and regional trends and customer needs.

Our research and development (R&D) efforts enable us to deliver innovative products to address unmet needs and evolve our [removed: product lines] [added: products] so that they remain relevant for our customers.

A summary of our [removed: 2023] [added: 2024] performance compared with the comparable [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] periods follows:

| (MILLIONS OF DOLLARS) | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 23/22] [added: 24/23] | | | | | | [removed: 22/21] [added: 23/22] | | |

| Revenue | | | | | | $ | [removed: 8,544] [added: 9,256] | | | | | $ | [removed: 8,080] [added: 8,544] | | | | | $ | [removed: 7,776] [added: 8,080] | | | | | [removed: 6] [added: 8] | | | | | | [removed: 4] [added: 6] | | |

| Net income attributable to Zoetis | | | | | | [removed: 2,344] [added: 2,486] | | | | | | [removed: 2,114] [added: 2,344] | | | | | | [removed: 2,037] [added: 2,114] | | | | | | [removed: 11] [added: 6] | | | | | | [removed: 4] [added: 11] | | |

| Adjusted net income(a) | | | | | | [removed: 2,457] [added: 2,693] | | | | | | [removed: 2,297] [added: 2,457] | | | | | | [removed: 2,240] [added: 2,297] | | | | | | [removed: 7] [added: 10] | | | | | | [removed: 3] [added: 7] | | |

- increasing pet [removed: ownership and pet] owners’ commitment to the health and well-being of their pets;

The primary livestock species [removed: for the production of animal protein] are cattle (both beef and dairy), swine, poultry, fish and sheep.

[added: Livestock health] and production are essential to meeting the growing demand for animal protein of a global population.

Factors influencing growth in demand for livestock medicines and vaccines [removed: include:]

[removed: The] [added: Similarly, the] cost of medicines and vaccines to our livestock producer customers is small relative to other production costs, including feed, and the use of these products is intended to improve livestock producers’ economic outcomes.

[removed: Similarly, industry] [added: Industry] sources have reported that pet owners indicated a preference for reducing spending on other aspects of their lifestyle, including entertainment, clothing and household goods, before reducing spending on pet [removed: care.][added: healthcare.]

Since 2021, the first year of generic competition, sales of Draxxin declined by [removed: 47%] [added: 49%] in the U.S., its largest [removed: market, and additional declines are expected in subsequent years.][added: market.]

Our future success depends on both our existing [removed: product portfolio] [added: products] and our pipeline of new products, including new products that we may develop through joint ventures and products that we are able to obtain through license or acquisition.

We believe we are an industry leader in animal health R&D, with a track record of generating new products and product lifecycle [removed: innovation.][added: innovation, which is defined as R&D programs that leverage existing animal health products by adding new species or claims, achieving approvals in new markets or creating new reformulations, modifications and combinations.]

We believe the ability of pet owners to purchase our products online and from retail [added: stores may increase pet owner compliance and result in increased sales.]

Our total revenue attributable to antibacterials for livestock was [removed: less than] [added: approximately] $950 million for the year ended December 31, [removed: 2023.][added: 2024.]

For the year ended December 31, [removed: 2023,] [added: 2024,] approximately [removed: 43%] [added: 41%] of our revenue was denominated in foreign currencies.

For the year ended December 31, [removed: 2023,] [added: 2024,] approximately [removed: 57%] [added: 59%] of our total revenue was in U.S. dollars.

Our year-over-year total revenue growth was unfavorably impacted by [removed: 1%] [added: 3%] from changes in foreign currency values relative to the U.S. dollar.

- Lead through innovation across our diverse portfolio - We seek to define the future of animal health by delivering new products and solutions as well as lifecycle innovations across the continuum of care that [removed: spans] [added: span] from disease prediction and prevention to detection and treatment.

Our internal R&D capabilities are differentiators, but we also collaborate across both academia and industry [added: partners] to ensure we are bringing the best possible innovations to our customers;

- Power our business through digital solutions and data insights - We believe that digital and data [removed: have surpassed the stage of enablement and] are [removed: now] [added: no longer just enablers, but are] core decision drivers for the future of animal health.

We believe that by focusing on colleague well-being and [removed: inclusion and] providing all of our colleagues with supportive tools, training and environment that we are best positioned to succeed.

We are committed to maintaining [removed: a] [added: an inclusive] workplace culture that attracts, retains and develops the best talent in the industry;

We strive to make a meaningful difference in society through the three pillars of our sustainability approach: (1) by [removed: caring and collaborating with our customers, colleagues, and communities, and the animals that depend on them by] improving access to care for animals and by supporting the veterinary profession; (2) by leveraging our innovation capabilities to develop solutions that improve productivity, keep animals healthy, and fight emerging infectious diseases; and (3) by taking actions to protect our planet that reduce our footprint on the environment; and

While we aim to improve our ability to predict, we more importantly aim to be proactive in how [removed: effectively] we [added: effectively] manage our resources and how quickly we can redeploy focus to emerging themes or priorities.

We actively: (1) review and manage our [removed: resource;] [added: resource allocation;] (2) continuously improve key operational processes; and (3) ensure strategic focus on our core business.

In [removed: 2023,] [added: 2024,] our two top-selling products and product lines, Simparica/Simparica Trio and Apoquel/Apoquel Chewable, [removed: each] contributed approximately [removed: 13%] [added: 15%] and [removed: 10%] [added: 11%] of our revenue, respectively, and combined with our next three top-selling products and product lines, Cytopoint, [removed: Revolution/Revolution Plus/Stronghold] [added: Librela] and [added: our] ceftiofur line, these five products and product lines contributed approximately [removed: 37%] [added: 41%] of our revenue.

Our ten top-selling products and product lines contributed [removed: 49%] [added: 55%] of our revenue.

For additional information regarding our products, including descriptions of our product lines that each represented approximately 1% or more of our revenue in [removed: 2023,] [added: 2024,] see *Item 1.

Restructuring charges and certain [removed: acquisition-related] [added: acquisition and divestiture-related] costs consist of all restructuring charges (those associated with cost reduction/productivity initiatives and those associated with acquisition [removed: activity), as well as] [added: activity) and] costs associated with [added: executing the transaction which include] acquiring and integrating [added: businesses and costs associated with divesting and disintegrating] businesses.

[added: Restructuring charges] are associated with employees, assets and activities that will not continue in the company.

[removed: Acquisition-related] [added: Acquisition and divestiture-related] costs are associated with acquiring and integrating acquired [removed: businesses and] [added: businesses, which] may include [added: expenditures for consulting and the integration of systems and processes, product transfers,] transaction costs and [added: restructuring the company, as well as costs associated with divesting and disintegrating a portion of our business which may include] expenditures for consulting and the [removed: integration] [added: disintegration] of systems and [removed: processes.][added: processes, transfer costs, and restructuring charges which may include charges related to employees, assets and activities that will not continue in the company's ongoing operations.]

See [removed: also] Notes to Consolidated Financial Statements—*Note 3.

31 |

include:

As a result of the divestiture of our medicated feed additive product portfolio, certain water soluble products and related assets, we anticipate our total revenues attributable to antibacterials for livestock will decrease.

the indefinite-lived intangible asset with its carrying value is performed.

period-to-period comparison.

| Revenue | | | | | | $ | 9,256 | | | | | $ | 8,544 | | | | | $ | 8,080 | | | | | 8 | | | | | | 6 | | |

| (MILLIONS OF DOLLARS) | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | 24/23 | | | | | | 23/22 | | |

| Total Revenue | | | | | | $ | 9,256 | | | | | $ | 8,544 | | | | | $ | 8,080 | | | | | 8 | | | | | | 6 | | |

- volume growth from key dermatology products of approximately 2%.

| (MILLIONS OF DOLLARS) | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | 24/23 | | | | | | 23/22 | | |

2024 vs. 2023

- favorable product mix;

- unfavorable foreign exchange.

| (MILLIONS OF DOLLARS) | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | 24/23 | | | | | | 23/22 | | |

2024 vs. 2023

- an increase in certain compensation-related costs;

- higher advertising and promotion expenses;

- higher professional and consulting fees; and

- higher travel and entertainment expenses,

- lower other general and administrative expenses.

| (MILLIONS OF DOLLARS) | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | 24/23 | | | | | | 23/22 | | |

2024 vs. 2023

- higher depreciation expense.

| (MILLIONS OF DOLLARS) | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | 24/23 | | | | | | 23/22 | | |

2024 vs. 2023

| (MILLIONS OF DOLLARS) | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | 24/23 | | | | | | 23/22 | | |

2024 vs. 2023

Restructuring charges and certain acquisition and divestiture-related costs in 2024 primarily consisted of employee termination costs related to organizational structure refinements, as well as costs related to the sale of our medicated feed additive product portfolio, certain water soluble products and related assets, partially offset by a reversal of certain employee termination costs as a result of a change in strategy from our 2015 operational efficiency initiative.

Restructuring Charges and Other Costs Associated with Acquisitions and Divestitures*.

| (MILLIONS OF DOLLARS) | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | 24/23 | | | | | | 23/22 | | |

2024 vs. 2023

Interest expense, net of capitalized interest, decreased by $14 million, or 6%, in 2024 compared with 2023, primarily as a result of higher capitalized interest in the current period associated with capital projects to support our future growth and a higher debt balance during a portion of the prior year.

| (MILLIONS OF DOLLARS) | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | 24/23 | | | | | | 23/22 | | |

2024 vs. 2023

| (MILLIONS OF DOLLARS) | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | 24/23 | | | | | | 23/22 | | |

2024 vs. 2023

Pillar Two was effective beginning in 2024 and the impact of these provisions is included in our effective tax rate for 2024.

| | | | | | | | | | | | | | | | 24/23 | | | | | | | | | | | | | | | | | | 23/22 | | | | | | | | | | | | | | |

| Contract manufacturing & human health | | | 80 | | | 78 | | | 86 | | | | | | 3 | | | | | | — | | | | | | 3 | | | | | | (9) | | | | | | 1 | | | | | | (10) | | |

| | | | | | | | | | | | | | | | 24/23 | | | | | | | | | | | | 23/22 | | | | | | | | |

This MD&A should be read in conjunction with our consolidated financial statements and notes to consolidated financial statements included in *Item 8.

For instance, in livestock, impacts on our revenue that may result from disease outbreaks or weather conditions in a particular market or region are often offset by increased sales in other regions from exports and other species as consumers shift to other animal proteins.

Livestock health

However, we also continue to invest in lifecycle innovation, which is defined as R&D programs that leverage existing animal health products by adding new species or claims, achieving approvals in new markets or creating new combinations and reformulations.

This trend has been demonstrated by the shift away from the veterinarian distribution channel in the sale of flea and tick products in recent years and has been accelerated by the increase in e-commerce during the COVID-19 pandemic.

stores may increase pet owner compliance and result in increased sales.

Antibacterials refer to small molecules that can be used to treat or prevent bacterial infections and are a sub-categorization of the products that make up our anti-infectives and medicated feed additives portfolios.

These restrictions are more prevalent in countries where animal protein is plentiful and governments are willing to take action even when there is scientific uncertainty.

For example, drought conditions could negatively impact, among other things, the supply of corn and the availability of grazing pastures.

A decrease in harvested corn results in higher corn prices, which could negatively impact the profitability of livestock producers of cattle, pork and poultry.

Higher corn prices and reduced availability of grazing pastures contribute to reductions in herd or flock sizes that in turn result in less spending on animal health products.

As such, a prolonged drought could have an adverse impact on our operating results and financial condition.

Restructuring charges

uncertainties and can rely on estimates and assumptions.

companies.

- unfavorable product mix.

- compensation-related costs and the resulting increases in office expenses and travel and entertainment expenses;

- higher charitable contributions;

- higher freight and logistics costs due to increased sales volume; and

- technology project investments,

- favorable foreign exchange; and

Restructuring charges and certain acquisition-related costs in 2022 primarily consisted of integration and acquisition costs related to recent acquisitions, employee termination and exit costs associated with cost-reduction and productivity initiatives in certain international markets and asset impairment charges related to the consolidation of manufacturing sites in China.

Interest expense, net of capitalized interest, increased by $18 million, or 8%, in 2023 compared with 2022, primarily as a result of higher interest rates on the $1.35 billion aggregate principal amount of our 2022 senior notes issued in November 2022 as compared to the $1.35 billion aggregate principal amount of our 2013 senior notes redeemed in February 2023, upon maturity, partially offset by lower average debt balances in 2023 compared to 2022, as well as an increase in capitalized interest and higher gains on foreign exchange derivative instruments.

| | | | | | | | | | | | | | | | 23/22 | | | | | | | | | | | | | | | | | | 22/21 | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | 23/22 | | | | | | | | | | | | 22/21 | | | | | | | | |

Strong growth in the second, third and fourth quarters was partially offset by the first quarter impacts of distributor de-stocking across the portfolio, as well as purchases in the fourth quarter of 2022 ahead of expected price increases and promotional activities.

Sales of cattle products grew due to increased sales of cattle implants, higher volume of anti-infective products and improved supply of key products.

Sales of swine products declined due to decreased disease prevalence.

- Livestock operational revenue growth was due to increased sales of cattle, poultry, fish and sheep products.

Sales of cattle products grew due to price and improved supply of key products.

Sales of poultry products grew due to market growth, demand generation efforts and price in key poultry markets.

Sales of sheep products grew primarily as a result of the acquisition of Jurox.

| Integration costs | | | | | | 3 | | | | | | 4 | | | | | | 10 | | |

| Transaction costs | | | | | | 4 | | | | | | 1 | | | | | | — | | |

| Other restructuring charges and cost-reduction/productivity initiatives(b) | | | | | | 44 | | | | | | 8 | | | | | | 24 | | |

For 2021, primarily represents employee termination costs associated with the realignment of our international operations and other costs associated with cost-reduction and productivity initiatives.

- Developed technology rights and trademarks in our dairy cattle, diagnostics and aquatic health businesses, included in *Other (income)/deductions-net;*

- Property, plant and equipment and inventory related to a dairy product termination included in *Other (income)/deductions-net* and *Cost of sales*.

| Net gain on sale of businesses | | | | | | (101) | | | | | | — | | | | | | — | | |

*Accounts Receivable, less allowance for doubtful accounts* increased primarily as a result of higher net sales in the period, partially offset by the timing of customer payments.

Our foreign exchange derivative instruments at December 31, [removed: 2023] [added: 2024] were analyzed to determine their sensitivity to foreign exchange rate changes.

If the U.S. dollar were to strengthen or weaken against all other currencies by 10%, the amount recorded in cumulative translation adjustment (CTA) within *Accumulated other comprehensive loss* related to our net investment hedge would increase or decrease, respectively, by approximately [removed: $82] [added: $91] million.

Our foreign currency forward-exchange contracts at December 31, [removed: 2023] [added: 2024] were analyzed to determine their sensitivity to foreign exchange rate changes.

If the U.S. dollar were to strengthen or weaken against all other currencies by 10%, the fair value of these contracts would decrease or increase, respectively, by [removed: $11] [added: $33] million.

Additionally, as of December 31, [removed: 2023,] [added: 2024,] because we held certain interest rate swap agreements that have the economic effect of modifying the fixed-interest obligations associated with our 3.900% Senior Notes due 2028 and our 2.00% Senior Notes due 2030, a portion of the fixed-rate interest payable on these senior notes effectively became variable based on SOFR.

At December 31, [removed: 2023,] [added: 2024,] there were no commercial paper borrowings outstanding and no outstanding principal balance under our revolving credit facility.

As of December 31, [removed: 2023,] [added: 2024,] if SOFR-based interest rates would have been higher by 100 basis points, the change would have increased our interest expense annually by approximately $3 million, as it relates to our fixed to floating interest rate swap agreements.

A 100-basis point increase or (decrease) in SOFR-based interest rates would have resulted in a increase or (decrease) in the fair value of our forward-starting interest rate swaps by [removed: $6] [added: $20] million and [removed: $(7)] [added: $(23)] million, respectively at December 31, [removed: 2023.][added: 2024.]

At December 31, [removed: 2023,] [added: 2024,] our cash equivalents were primarily invested in money market funds.

51 |

52 |

We have a diversified business, commercializing products across eight core species: dogs, cats and horses (collectively, companion animals) and cattle, swine, poultry, fish and sheep (collectively, livestock); and within seven major product categories: parasiticides, vaccines, dermatology, [removed: other pharmaceutical,] anti-infectives, [added: pain and sedation, other pharmaceutical and] animal health [removed: diagnostics and medicated feed additives.][added: diagnostics.]

For over 70 years, we have been innovating ways to predict, prevent, detect, and treat animal illness, and continue to stand by those raising and caring for animals worldwide - from veterinarians and pet owners to livestock [removed: farmers and ranchers.][added: producers.]

Unless the context requires otherwise, references to “Zoetis,” “the company,” “we,” “us” or “our” in this Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2023 (2023] [added: 2024 (2024] Annual Report) refer to Zoetis Inc., a Delaware corporation, and its subsidiaries.

In addition, unless the context requires otherwise, references to “Pfizer” in this [removed: 2023] [added: 2024] Annual Report refer to Pfizer Inc., a Delaware corporation, and its subsidiaries.

- United States (U.S.) with revenue of [removed: $4,555] [added: $5,074] million, or [removed: 53%] [added: 55%] of total revenue for the year ended December 31, [removed: 2023;] [added: 2024;] and

- International with revenue of [removed: $3,911] [added: $4,102] million, or [removed: 46%] [added: 44%] of total revenue for the year ended December 31, [removed: 2023.][added: 2024.]

In addition, our Client Supply Services (CSS) organization which provides contract manufacturing services to third parties, and our human health products, together represented approximately 1% of our total revenue for the year ended December 31, [removed: 2023.][added: 2024.]

Our [removed: 2023] [added: 2024] revenue for the U.S. and key international markets, together with the percentage of revenue attributable to companion animal and livestock products in those markets, is as follows:

| Canada | | | [removed: $255] [added: $277] | | | 62% | | | 38% | | |

| Germany | | | [removed: $202] [added: $225] | | | 77% | | | 23% | | |

| Japan | | | [removed: $158] [added: $147] | | | 70% | | | 30% | | |

[Financial Statements and Supplementary [removed: Data](#i52df0685fa21444fb44d762f4f1115f9_139):*][added: Data](#i0c3ebb41425547159511304d1b91c04d_142): Notes to Consolidated Financial Statements—Note 4.]

[removed: *Notes] [added: See Notes] to Consolidated Financial [removed: Statements—Note 4.][added: Statements— *Note 5.]

Segment Information.* Our [removed: 2023] [added: 2024] reported revenue for each segment, by species, is as follows:

[removed: ][added: ]

Growth in the companion animal medicines, vaccines and diagnostics sectors is driven by [removed: economic development; related] increases in [removed: disposable income; and increases in pet ownership and] spending on pet [removed: care.][added: care, economic development and related increases in disposable income.]

Companion animal products represented approximately [removed: 65%] [added: 68%] of our revenue for the year ended December 31, [removed: 2023.][added: 2024.]

Our livestock products focus on predicting, preventing, detecting and treating diseases, with the understanding that veterinarians and [removed: farmers] [added: livestock producers] must have the tools at their disposal to treat disease expeditiously, which in turn enables the sustainable production of safe, high-quality animal protein.

Livestock products represented approximately [removed: 34%] [added: 31%] of our revenue for the year ended December 31, [removed: 2023.][added: 2024.]

In addition, our CSS organization, which provides contract manufacturing services to third parties, and our human health products, together represented approximately 1% of our total revenue for the year ended December 31, [removed: 2023.][added: 2024.]

- parasiticides: products that prevent or eliminate external and internal parasites such as fleas, [removed: ticks] [added: ticks, lice] and worms;

- other pharmaceutical: [removed: pain and sedation,] antiemetic, [removed: reproductive,] [added: reproductive] and oncology products; [added: and]

- anti-infectives: products that [added: prevent,] kill or slow the growth of bacteria, fungi or protozoa;

- animal health diagnostics: testing and analysis of blood, urine and other animal samples and related products and services, including point-of-care diagnostic products, instruments and reagents, rapid immunoassay tests, reference laboratory kits and services and blood glucose [removed: monitors; and][added: monitors.]

Historically, a substantial portion of our products and revenue has been the result of product lifecycle innovation where we actively work to broaden the value of existing products by developing [removed: claims in] [added: new claims, extending to] additional species, [added: developing] more convenient [removed: formulations] [added: formulations, modifications] and combinations, and by expanding usage into more countries.

The following are examples of our first-in-class and/or best-in-class products that we have launched [removed: in recent years] and products that we believe may represent platforms for future product lifecycle innovation (listed alphabetically):

In 2021, a chewable version of Apoquel was approved in the European Union (EU) and the United Kingdom (U.K.), and has since been approved in other key markets globally, including the U.S. in [removed: 2023;][added: 2023 and China in 2024;]

Fostera Gold PCV MH, the only vaccine to contain two PCV2 genotypes and long-lasting M. hyo coverage, was approved in the [removed: U.S. and Canada in 2018 and has since been approved in many key markets globally.]

The [removed: Fostera franchise] [added: Fostera/Suvaxyn® product line] also includes [removed: Fostera/Suvaxyn®] [added: Fostera/Suvaxyn] PRRS, which was approved in the U.S. in 2015 and has since been approved in many key markets globally.

- [removed: Librela™ (bedinvetmab),] [added: Librela®(bedinvetmab),] the first and only injectable mAb therapy for monthly alleviation of osteoarthritis (OA) pain in dogs, was approved in the EU in 2020 and has since been approved in other key markets globally, including the U.S. in [removed: 2023;][added: 2023 and China in 2024;]

- ProHeart® [removed: 12] [added: 6] (moxidectin), a [removed: once-yearly] [added: twice a year] injection to prevent heartworm disease in dogs [removed: 12] [added: 6] months of age and older, was approved in the U.S. in [removed: 2019;][added: 2021; In 2019, ProHeart® 12 (moxidectin), a once-yearly injection to prevent heartworm disease in dogs 12 months of age and older;]

- Protivity®, a modified-live bacterial vaccine that is effective in protecting healthy beef and dairy cattle against respiratory disease caused by Mycoplasma bovis (M. bovis), was approved in the U.S. and Canada in [removed: 2022 and in] [added: 2022,] the EU and Mexico in [removed: 2023;][added: 2023 and the U.K. in 2024;]

- Simparica® (sarolaner) Chewables, a monthly chewable tablet for dogs to control fleas and ticks, was approved in the EU in [removed: 2015 and has since been approved in other key markets globally, including] [added: 2015,] the U.S. [removed: Simparica Trio®, a triple combination parasiticide for dogs, was approved] in [removed: the EU and Canada in 2019] [added: 2016] and has since been approved in other key markets [removed: globally, including the U.S., and received approval in 2023 in other key markets globally for new claims related to the prevention of eyeworms, Otodectes cynotis, flea tapeworms and efficacy against sarcoptic and demodectic manges.][added: globally.]

- Solensia® (frunevetmab), the first injectable mAb therapy for monthly alleviation of OA pain in cats, was approved in Switzerland in 2020 and has since been approved in other key markets globally, including the EU and the U.S.; [added: and]

- [removed: Stronghold Plus® (selamectin/sarolaner), also referred to as] Revolution® [added: Plus/Stronghold®] Plus [removed: in certain jurisdictions,] [added: (selamectin/sarolaner),] a topical combination product that treats ticks, fleas, ear mites, lice and gastrointestinal worms and prevents heartworm disease in cats, received EU approval in 2017 and has since been approved in other key markets globally, including the [removed: U.S.;] [added: U.S.,] and [added: received approval in 2024 in key markets globally for new claims related to the treatment and control of lone star tick infestations, flea tapeworm and efficacy against notoedres mange, making it the only parasiticide for cats on the market to defend against four types of ticks;]

Since 2016, Zoetis has added new and innovative enhancements to [removed: its Vanguard] [added: this product] line in the U.S. [added: and other key markets] with Vanguard crLyme, Vanguard Rapid Resp Intranasal, Vanguard B Oral, Vanguard CIV H3N2/H3N8 and Versican Plus Bb Oral.

We pursue the development of new vaccines for emerging infectious diseases, with an operating philosophy of “first to know and fast to market.” Examples of the successful execution of this strategy include the first SARS-CoV-2 (COVID-19) vaccine to help protect the health and well-being of more than 300 mammalian species living in zoos, aquariums, conservatories and other animal organizations around the world; the first equine vaccine for West Nile virus in the U.S. and EU; the first swine vaccine for pandemic H1N1 influenza virus in the U.S.; the first [added: conditionally] licensed vaccine against the pandemic H5N1 bird flu in the U.S. and EU, which we provided to the U.S. Department of Agriculture when it recommended our vaccine be used by the U.S. Fish and Wildlife Service to help protect California [removed: condors;] [added: condors in 2023;] a conditionally licensed vaccine to help fight porcine epidemic diarrhea virus (PEDv) in the U.S.; and the first conditionally licensed vaccine to help prevent the H3N2 type of canine influenza that emerged in the U.S. [removed: In 2019, Zoetis established a research facility with Texas A&M University to develop vaccines for transboundary and emerging] [added: Because approximately 60% of infectious] diseases in [removed: animals, including Foot-and-Mouth Disease (FMD),] [added: humans originate in animals (according to CDC) we take] a [removed: virus that] [added: "One Health" approach; vaccinating animals] can [removed: cause serious illness in cattle, pigs,] [added: help contain emerging infectious diseases] and [removed: sheep.][added: limit spread to other species including humans.]

[removed: In] [added: Since] 2020, the company [removed: opened a research lab at] [added: has partnered with] Colorado State University [removed: in a partnership] to increase our understanding of the potential use of immunomodulators in livestock that could reduce the need for antibiotics, as well as advance our understanding of the biology of key diseases affecting companion animals which could lead to new therapies that can treat chronic health conditions in pets.

Zoetis enhanced the portfolio of its diagnostic products with the acquisition in 2018 of Abaxis, Inc. (Abaxis), a leading provider of veterinary point-of-care diagnostic [removed: instruments.][added: instruments, including the VetScan® portfolio of benchtop and handheld diagnostic instruments and consumables.]

In [removed: 2020,] [added: 2023,] the company [removed: launched] [added: enhanced its] Vetscan [removed: Imagyst®,] [added: Imagyst platform by adding artificial intelligence (AI) dermatology and AI fecal for equine,] which uses a combination of image recognition technology, algorithms and cloud-based [removed: artificial intelligence (AI)] [added: AI] to deliver rapid testing results to veterinary clinics.

| United States | | | $5,074 | | | 80% | | | 20% | | |

| Total International | | | $4,102 | | | 54% | | | 46% | | |

| Australia | | | $319 | | | 53% | | | 47% | | |

| Brazil | | | $414 | | | 41% | | | 59% | | |

| Chile | | | $123 | | | 23% | | | 77% | | |

| China | | | $270 | | | 69% | | | 31% | | |

| France | | | $156 | | | 66% | | | 34% | | |

| Italy | | | $129 | | | 78% | | | 22% | | |

| Mexico | | | $169 | | | 36% | | | 64% | | |

| Spain | | | $130 | | | 60% | | | 40% | | |

| United Kingdom | | | $314 | | | 78% | | | 22% | | |

| Other Developed | | | $564 | | | 49% | | | 51% | | |

| Other Emerging | | | $865 | | | 42% | | | 58% | | |

We refer to all products with the same primary active pharmaceutical or biological ingredient(s) as a single product line, even if such products include different brands, dosages, formulations or indicated species.

For vaccines, we typically consider a group of vaccines as a single product line if they share the same brand.

On October 31, 2024, we completed the divestiture of our medicated feed additive product portfolio, certain water soluble products and related assets, and, as a result, our major product categories no longer include the category of medicated feed additives.

Acquisitions and Divestitures*.

- pain and sedation: products that alleviate pain, primarily associated with osteoarthritis and postoperative pain;

U.S. and Canada in 2018 and has since been approved in many key markets globally.

Simparica Trio®, a triple combination parasiticide for dogs, was approved in the EU and Canada in 2019, the U.S. in 2020 and has since been approved in other key markets globally.

In 2024, Simparica Chewables and Simparica Trio received U.S. approval for new claims related to the treatment and control of lone star tick infestations.

In 2024, the company started a collaboration with Blacksmith Medicines to discover and develop novel antibiotics for animal health and provide new options for our customers to treat life-threatening infections in livestock.

Additionally, the Pharmaq business of Zoetis is the global leader in vaccines and innovation for aquatic health products.

By preventing and treating diseases, we believe these products contribute to an increase in animal welfare and an improvement in food safety while lessening the burden on the environment.

In 2024, the company added AI urine sediment analysis to the Vetscan Imagyst platform and launched Vetscan OptiCellTM a cartridge-based, AI powered hematology analyzer that provides advanced Complete Blood Count (CBC) analysis.

| Vanguard® / Versican® line | | | | | | Includes various individual and combination vaccines protecting against certain viral and bacterial diseases, including leptospirosis, Bordetella, influenza and parainfluenza, adenovirus, distemper, parvovirus and Lyme disease | | | | | | Dogs | | |

| Pain and Sedation | | | | | | | | | | | | | | |

| VetScan® Chemistry Analyzer | | | | | | A benchtop diagnostic instrument with a test menu including chemistry, electrolytes, acid-base and immunoassay tests, and associated consumables | | | | | | Cats, dogs | | |

| Poulvac® line | | | | | | Family of poultry vaccines protecting against certain viral and bacterial, including E. coli, Salmonella, Marek’s disease, infections bursal disease (IBD), Newcastle disease (ND), and infectious bronchitis virus and Avian Influenza virus, depending on formulation | | | | | | Poultry | | |

| Rispoval® / Bovi-Shield® line | | | | | | Family of cattle vaccines protecting against a variety of key respiratory and reproductive diseases, including infectious bovine rhinotracheitis (IBR), bovine viral diarrhea (BVD), parainfluenza 3 (PI3), bovine respiratory syncytial virus (BRSV), and leptosirosis, depending on formulation | | | | | | Cattle | | |

| | | | | | | | | | | | | | | |

who then typically sell the products to livestock producers.

| Campinas | | | | | | Brazil | | | | | | Overhalla | | | | | | Norway | | |

| Catania | | | | | | Italy | | | | | | Rathdrum | | | | | | Ireland | | |

| Farum | | | | | | Denmark | | | | | | Suzhou | | | | | | China | | |

| Klofta | | | | | | Norway | | | | | | Tullamore | | | | | | Ireland | | |

In 2024, we ceased all operations at our Weibern, Austria site, and completed the divestiture of our medicated feed additive product portfolio, certain water soluble products and related assets, which included sites manufacturing those products in Chicago Heights, Illinois (U.S.); Eagle Grove, Iowa (U.S.); Medolla, Italy; Salisbury, Maryland (U.S.); Suzhou, China; and Willow Island, West Virginia (U.S.).

CVM also has regulatory oversight of medical devices (including certain *in vitro* diagnostics) intended for animal use and can take appropriate regulatory action if an animal device is misbranded or adulterated.

Importantly, however, CVM exercises enforcement discretion and does not require pre-market review of animal medical devices.

Animal medical device labeling should not be false or misleading, and such products must be adequately labeled for their intended use(s).

| United States | | | $4,555 | | | 77% | | | 23% | | |

| Total International | | | $3,911 | | | 52% | | | 48% | | |

| Australia | | | $323 | | | 50% | | | 50% | | |

| Brazil | | | $393 | | | 38% | | | 62% | | |

| Chile | | | $140 | | | 17% | | | 83% | | |

| China | | | $320 | | | 63% | | | 37% | | |

| France | | | $142 | | | 62% | | | 38% | | |

| Italy | | | $121 | | | 77% | | | 23% | | |

| Mexico | | | $162 | | | 34% | | | 66% | | |

| Spain | | | $122 | | | 62% | | | 38% | | |

| United Kingdom | | | $277 | | | 76% | | | 24% | | |

| Other Developed | | | $512 | | | 50% | | | 50% | | |

| Other Emerging | | | $784 | | | 39% | | | 61% | | |

We refer to all different brands of a particular product, or its dosage forms for all species, as a product line.

- medicated feed additives: products added to animal feed that provide medicines to livestock.

Additionally, the Pharmaq business of Zoetis is the global leader in vaccines and innovation for aquatic health products, with its leading Alpha Ject® vaccine line, Alpha Flux®, a parasiticide that helps salmon farmers in Chile control sea lice infestations, one of the major challenges in the aquatic health industry and Alpha ERM Salar, a water-based injectable vaccine that helps protect salmon from red mouth, a common bacterial infection.

With this acquisition came the VetScan® portfolio of benchtop and handheld diagnostic instruments and consumables, which serves a large customer base of veterinary practices both in the U.S. and international markets.

In 2019, the company acquired Phoenix Central Laboratory for Veterinarians, Inc. and ZNLabs, LLC marking its entry into reference laboratory services and building on a strategy to develop a more comprehensive diagnostics offering with enhanced value for veterinarians.

In 2020, the company acquired a third veterinary reference lab business, Ethos Diagnostic Science.

The Zoetis diagnostic portfolio also includes the Witness®, Serelisa® and ProFlok® lines of immunodiagnostic kits, which provide disease detection capabilities for various species, including dogs, cats, cattle, swine and poultry.

In 2021, the company added digital cytology testing to the Vetscan Imagyst platform and in 2022 the company added AI blood smear testing to the Vetscan Imagyst platform.

In 2023, the company added AI dermatology and AI fecal for equine to the Vetscan Imagyst platform.

Also in 2023, the company added Vetscan Mastigram+ for rapid, on-farm mastitis diagnosis for dairy cows.

Zoetis also entered the field of animal nutritionals with the acquisition of Platinum Performance in 2019.

The acquisition brings us premium nutritional product formulas and a unique approach to the field of scientific wellness for horses, dogs and cats.

In 2023, we had 15 products and product lines with revenues of $100 million or more.

| Vanguard® L4 (4-way Lepto) / Vanguard® line | | | | | | Helps protect against leptospirosis caused by *Leptospira canicola*, *L. grippotyphosa*, *L. icterohaemorrhagiae* and *L. pomona.* Aids in preventing canine distemper caused by canine distemper virus; infectious canine hepatitis caused by canine adenovirus type 1; respiratory disease caused by canine adenovirus type 2; canine parainfluenza caused by canine parainfluenza virus; canine parvoviral enteritis caused by canine parvovirus; Lyme disease and subclinical arthritis associated with *Borrelia burgdorferi*, the causative agent of Lyme disease. Vanguard Rapid Resp is a group of three vaccines combating infections in dogs caused by *Bordetella bronchiseptica*, canine parainfluenza and canine adenovirus; canine influenza vaccines; and an oral vaccine for *Bordatella bronchiseptica* | | | | | | Dogs | | |

| VetScan® | | | | | | A portfolio of benchtop and handheld diagnostic instruments, rapid tests and associated consumables | | | | | | Cats, dogs | | |

| Rispoval® / Bovishield® line | | | | | | Aids in preventing three key viruses involved with pneumonia in cattle (BRSV, PI3 virus and BVD), as well as other respiratory diseases, depending on formulation | | | | | | Cattle | | |

| Spectramast® | | | | | | Treatment of subclinical or clinical mastitis in dry or lactating dairy cattle, delivered via intramammary infusion; same active ingredient as the ceftiofur line | | | | | | Cattle | | |

| Campinas | | | | | | Brazil | | | | | | Rathdrum | | | | | | Ireland | | |

| Catania | | | | | | Italy | | | | | | Rutherford | | | | | | Australia | | |

| Durham | | | | | | North Carolina, U.S. | | | | | | Suzhou (Bio) | | | | | | China | | |

| Eagle Grove | | | | | | Iowa, U.S. | | | | | | Suzhou (MFA) | | | | | | China | | |

| Farum | | | | | | Denmark | | | | | | Tallaght | | | | | | Ireland | | |

| Lincoln | | | | | | Nebraska, U.S. | | | | | | Weibern | | | | | | Austria | | |

| Melbourne | | | | | | Australia | | | | | | Willow Island | | | | | | West Virginia, U.S. | | |

| Olot | | | | | | Spain | | | | | | | | | | | | | | |

The commercial method of administration patent relevant to the product line expired in March 2023 in the U.S., Europe and Australia, and will expire in March 2028 in Japan.

At this time, the market entry of a generic version of Excede in the U.S. is not anticipated before July 2024.

| [removed: ☐] [added: ☐] | | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | | | | | |

Yes [removed: x] [added: ☒] No [removed: ¨][added: ☐]

Yes [removed: ¨] [added: ☐] No [removed: x][added: ☒]

| Large accelerated filer | | | [removed: x] [added: ☒] | | | Accelerated filer | | | ☐ | | | Non-accelerated filer | | | ☐ | | | Smaller reporting company | | | ☐ | | | Emerging growth company | | | ☐ | | |

Yes [removed: ☐] [added: ☒] No [removed: x][added: ☐]

The aggregate market value of the voting stock held by nonaffiliates of the registrant as of June 30, [removed: 2023,] [added: 2024,] the last business day of the registrant's most recently completed second fiscal quarter, was [removed: $79,346] [added: $78,673] million.

The number of shares outstanding of the registrant's common stock as of February [removed: 9, 2024] [added: 7, 2025] was [removed: 457,867,115] [added: 447,791,917] shares.

Portions of the registrant’s Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Shareholders (hereinafter referred to as the [removed: “2024] [added: “2025] Proxy Statement”) are incorporated into Part III of this Form 10-K.

| [PART [removed: I](#i52df0685fa21444fb44d762f4f1115f9_10)] [added: I](#i0c3ebb41425547159511304d1b91c04d_10)] | | | | | | | | | | | | Page | | |

| Item 1. | | | | | | [removed: [Business](#i52df0685fa21444fb44d762f4f1115f9_13)] [added: [Business](#i0c3ebb41425547159511304d1b91c04d_13)] | | | | | | | | |

| | | | | | | [Operating [removed: Segments](#i52df0685fa21444fb44d762f4f1115f9_19)] [added: Segments](#i0c3ebb41425547159511304d1b91c04d_19)] | | | | | | [removed: [1](#i52df0685fa21444fb44d762f4f1115f9_19)] [added: [1](#i0c3ebb41425547159511304d1b91c04d_19)] | | |

| | | | | | | [International [removed: Operations](#i52df0685fa21444fb44d762f4f1115f9_25)] [added: Operations](#i0c3ebb41425547159511304d1b91c04d_25)] | | | | | | [removed: [6](#i52df0685fa21444fb44d762f4f1115f9_25)] [added: [6](#i0c3ebb41425547159511304d1b91c04d_25)] | | |

| | | | | | | [Sales and [removed: Marketing](#i52df0685fa21444fb44d762f4f1115f9_28)] [added: Marketing](#i0c3ebb41425547159511304d1b91c04d_28)] | | | | | | [removed: [6](#i52df0685fa21444fb44d762f4f1115f9_28)] [added: [6](#i0c3ebb41425547159511304d1b91c04d_28)] | | |

| | | | | | | [Research and [removed: Development](#i52df0685fa21444fb44d762f4f1115f9_34)] [added: Development](#i0c3ebb41425547159511304d1b91c04d_34)] | | | | | | [removed: [7](#i52df0685fa21444fb44d762f4f1115f9_34)] [added: [7](#i0c3ebb41425547159511304d1b91c04d_34)] | | |

| | | | | | | [Manufacturing and Supply [removed: Chain](#i52df0685fa21444fb44d762f4f1115f9_37)] [added: Chain](#i0c3ebb41425547159511304d1b91c04d_37)] | | | | | | [removed: [7](#i52df0685fa21444fb44d762f4f1115f9_37)] [added: [7](#i0c3ebb41425547159511304d1b91c04d_37)] | | |

| | | | | | | [Intellectual [removed: Property](#i52df0685fa21444fb44d762f4f1115f9_43)] [added: Property](#i0c3ebb41425547159511304d1b91c04d_43)] | | | | | | [removed: [9](#i52df0685fa21444fb44d762f4f1115f9_43)] [added: [8](#i0c3ebb41425547159511304d1b91c04d_43)] | | |

| | | | | | | [Human Capital [removed: Management](#i52df0685fa21444fb44d762f4f1115f9_49)] [added: Management](#i0c3ebb41425547159511304d1b91c04d_49)] | | | | | | [removed: [11](#i52df0685fa21444fb44d762f4f1115f9_49)] [added: [11](#i0c3ebb41425547159511304d1b91c04d_49)] | | |

| | | | | | | [Information about our Executive [removed: Officers](#i52df0685fa21444fb44d762f4f1115f9_52)] [added: Officers](#i0c3ebb41425547159511304d1b91c04d_52)] | | | | | | [removed: [13](#i52df0685fa21444fb44d762f4f1115f9_52)] [added: [12](#i0c3ebb41425547159511304d1b91c04d_52)] | | |

| | | | | | | [Environmental, Health and [removed: Safety](#i52df0685fa21444fb44d762f4f1115f9_55)] [added: Safety](#i0c3ebb41425547159511304d1b91c04d_55)] | | | | | | [removed: [14](#i52df0685fa21444fb44d762f4f1115f9_55)] [added: [13](#i0c3ebb41425547159511304d1b91c04d_55)] | | |

| | | | | | | [Available [removed: Information](#i52df0685fa21444fb44d762f4f1115f9_58)] [added: Information](#i0c3ebb41425547159511304d1b91c04d_58)] | | | | | | [removed: [15](#i52df0685fa21444fb44d762f4f1115f9_58)] [added: [14](#i0c3ebb41425547159511304d1b91c04d_58)] | | |

| Item 1A. | | | | | | [Risk [removed: Factors](#i52df0685fa21444fb44d762f4f1115f9_61)] [added: Factors](#i0c3ebb41425547159511304d1b91c04d_61)] | | | | | | [removed: [16](#i52df0685fa21444fb44d762f4f1115f9_61)] [added: [15](#i0c3ebb41425547159511304d1b91c04d_61)] | | |

| Item 1B. | | | | | | [Unresolved Staff [removed: Comments](#i52df0685fa21444fb44d762f4f1115f9_64)] [added: Comments](#i0c3ebb41425547159511304d1b91c04d_64)] | | | | | | [removed: [28](#i52df0685fa21444fb44d762f4f1115f9_64)] [added: [27](#i0c3ebb41425547159511304d1b91c04d_64)] | | |

| Item 1C. | | | | | | [removed: [Cybersecurity](#i52df0685fa21444fb44d762f4f1115f9_2630)] [added: [Cybersecurity](#i0c3ebb41425547159511304d1b91c04d_67)] | | | | | | [removed: [28](#i52df0685fa21444fb44d762f4f1115f9_2630)] [added: [27](#i0c3ebb41425547159511304d1b91c04d_67)] | | |

| Item 2. | | | | | | [removed: [Properties](#i52df0685fa21444fb44d762f4f1115f9_67)] [added: [Properties](#i0c3ebb41425547159511304d1b91c04d_70)] | | | | | | [removed: [29](#i52df0685fa21444fb44d762f4f1115f9_67)] [added: [28](#i0c3ebb41425547159511304d1b91c04d_70)] | | |

| Item 3. | | | | | | [Legal [removed: Proceedings](#i52df0685fa21444fb44d762f4f1115f9_70)] [added: Proceedings](#i0c3ebb41425547159511304d1b91c04d_73)] | | | | | | [removed: [29](#i52df0685fa21444fb44d762f4f1115f9_70)] [added: [28](#i0c3ebb41425547159511304d1b91c04d_73)] | | |

| Item 4. | | | | | | [Mine Safety [removed: Disclosures](#i52df0685fa21444fb44d762f4f1115f9_73)] [added: Disclosures](#i0c3ebb41425547159511304d1b91c04d_76)] | | | | | | [removed: [29](#i52df0685fa21444fb44d762f4f1115f9_73)] [added: [28](#i0c3ebb41425547159511304d1b91c04d_76)] | | |

| Item 5. | | | | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i52df0685fa21444fb44d762f4f1115f9_79)] [added: Securities](#i0c3ebb41425547159511304d1b91c04d_82)] | | | | | | [removed: [30](#i52df0685fa21444fb44d762f4f1115f9_79)] [added: [29](#i0c3ebb41425547159511304d1b91c04d_82)] | | |

| Item 7. | | | | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i52df0685fa21444fb44d762f4f1115f9_82)] [added: Operations](#i0c3ebb41425547159511304d1b91c04d_85)] | | | | | | [removed: [32](#i52df0685fa21444fb44d762f4f1115f9_82)] [added: [31](#i0c3ebb41425547159511304d1b91c04d_85)] | | |

| Item 7A. | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i52df0685fa21444fb44d762f4f1115f9_136)] [added: Risk](#i0c3ebb41425547159511304d1b91c04d_139)] | | | | | | [removed: [52](#i52df0685fa21444fb44d762f4f1115f9_136)] [added: [51](#i0c3ebb41425547159511304d1b91c04d_139)] | | |

| Item 8. | | | | | | [Financial Statements and Supplementary [removed: Data](#i52df0685fa21444fb44d762f4f1115f9_139)] [added: Data](#i0c3ebb41425547159511304d1b91c04d_142)] | | | | | | [removed: [53](#i52df0685fa21444fb44d762f4f1115f9_139)] [added: [52](#i0c3ebb41425547159511304d1b91c04d_142)] | | |

| Item 9. | | | | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i52df0685fa21444fb44d762f4f1115f9_232)] [added: Disclosure](#i0c3ebb41425547159511304d1b91c04d_232)] | | | | | | [removed: [92](#i52df0685fa21444fb44d762f4f1115f9_232)] [added: [91](#i0c3ebb41425547159511304d1b91c04d_232)] | | |

| Item 9A. | | | | | | [Controls and [removed: Procedures](#i52df0685fa21444fb44d762f4f1115f9_235)] [added: Procedures](#i0c3ebb41425547159511304d1b91c04d_235)] | | | | | | [removed: [92](#i52df0685fa21444fb44d762f4f1115f9_235)] [added: [91](#i0c3ebb41425547159511304d1b91c04d_235)] | | |

| Item 9B. | | | | | | [Other [removed: Information](#i52df0685fa21444fb44d762f4f1115f9_238)] [added: Information](#i0c3ebb41425547159511304d1b91c04d_238)] | | | | | | [removed: [92](#i52df0685fa21444fb44d762f4f1115f9_238)] [added: [91](#i0c3ebb41425547159511304d1b91c04d_238)] | | |

| Item 9C. | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i52df0685fa21444fb44d762f4f1115f9_241)] [added: Inspections](#i0c3ebb41425547159511304d1b91c04d_241)] | | | | | | [removed: [92](#i52df0685fa21444fb44d762f4f1115f9_241)] [added: [91](#i0c3ebb41425547159511304d1b91c04d_241)] | | |

| [PART [removed: III](#i52df0685fa21444fb44d762f4f1115f9_244)] [added: III](#i0c3ebb41425547159511304d1b91c04d_244)] | | | | | | | | | | | | | | |

| Item 10. | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#i52df0685fa21444fb44d762f4f1115f9_247)] [added: Governance](#i0c3ebb41425547159511304d1b91c04d_247)] | | | | | | [removed: [93](#i52df0685fa21444fb44d762f4f1115f9_247)] [added: [92](#i0c3ebb41425547159511304d1b91c04d_247)] | | |

| Item 11. | | | | | | [Executive [removed: Compensation](#i52df0685fa21444fb44d762f4f1115f9_250)] [added: Compensation](#i0c3ebb41425547159511304d1b91c04d_250)] | | | | | | [removed: [93](#i52df0685fa21444fb44d762f4f1115f9_250)] [added: [92](#i0c3ebb41425547159511304d1b91c04d_250)] | | |

| Item 12. | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i52df0685fa21444fb44d762f4f1115f9_253)] [added: Matters](#i0c3ebb41425547159511304d1b91c04d_253)] | | | | | | [removed: [93](#i52df0685fa21444fb44d762f4f1115f9_253)] [added: [92](#i0c3ebb41425547159511304d1b91c04d_253)] | | |

| Item 13. | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i52df0685fa21444fb44d762f4f1115f9_256)] [added: Independence](#i0c3ebb41425547159511304d1b91c04d_256)] | | | | | | [removed: [93](#i52df0685fa21444fb44d762f4f1115f9_256)] [added: [92](#i0c3ebb41425547159511304d1b91c04d_256)] | | |

| Item 14. | | | | | | [Principal Accountant Fees and [removed: Services](#i52df0685fa21444fb44d762f4f1115f9_259)] [added: Services](#i0c3ebb41425547159511304d1b91c04d_259)] | | | | | | [removed: [93](#i52df0685fa21444fb44d762f4f1115f9_259)] [added: [92](#i0c3ebb41425547159511304d1b91c04d_259)] | | |

| | | | December 31, 2024 | | | | | |

Yes ☒ No ☐

Yes ☐ No ☒

| | | | | | | [Overview](#i0c3ebb41425547159511304d1b91c04d_16) | | | | | | [1](#i0c3ebb41425547159511304d1b91c04d_16) | | |

| | | | | | | [Products](#i0c3ebb41425547159511304d1b91c04d_22) | | | | | | [3](#i0c3ebb41425547159511304d1b91c04d_22) | | |

| | | | | | | [Customers](#i0c3ebb41425547159511304d1b91c04d_31) | | | | | | [6](#i0c3ebb41425547159511304d1b91c04d_31) | | |

| | | | | | | [Competition](#i0c3ebb41425547159511304d1b91c04d_40) | | | | | | [8](#i0c3ebb41425547159511304d1b91c04d_40) | | |

| | | | | | | [Regulatory](#i0c3ebb41425547159511304d1b91c04d_46) | | | | | | [9](#i0c3ebb41425547159511304d1b91c04d_46) | | |

| [PART II](#i0c3ebb41425547159511304d1b91c04d_79) | | | | | | | | | | | | | | |

| | | | December 31, 2023 | | | | | |

| | | | | | | [Overview](#i52df0685fa21444fb44d762f4f1115f9_16) | | | | | | [1](#i52df0685fa21444fb44d762f4f1115f9_16) | | |

| | | | | | | [Products](#i52df0685fa21444fb44d762f4f1115f9_22) | | | | | | [3](#i52df0685fa21444fb44d762f4f1115f9_22) | | |

| | | | | | | [Customers](#i52df0685fa21444fb44d762f4f1115f9_31) | | | | | | [6](#i52df0685fa21444fb44d762f4f1115f9_31) | | |

| | | | | | | [Competition](#i52df0685fa21444fb44d762f4f1115f9_40) | | | | | | [8](#i52df0685fa21444fb44d762f4f1115f9_40) | | |

| | | | | | | [Regulatory](#i52df0685fa21444fb44d762f4f1115f9_46) | | | | | | [9](#i52df0685fa21444fb44d762f4f1115f9_46) | | |

| [PART II](#i52df0685fa21444fb44d762f4f1115f9_76) | | | | | | | | | | | | | | |

In addition, we have [removed: been expanding] [added: expanded] our data and digital capabilities including in our diagnostics portfolio, and as a result, there could be an increased likelihood of a cyberattack or breach of security that could negatively impact us or our customers.

For a description of the risks from cybersecurity threats that may materially affect us and how they may do so, see our risk factors under [removed: Part] [added: P*art] 1.

Risk [removed: Factors] [added: Factors*] in this Annual Report on Form 10-K.

As part of our risk management processes, we have an enterprise-wide cybersecurity program aligned to the NIST Cybersecurity [removed: Framework.][added: Framework (CSF).]

We engage an independent third party to conduct [added: comprehensive] assessments of our cybersecurity program approximately every 18 months.

This independent third-party assessment includes an evaluation of our cybersecurity controls based on the [removed: NIST Cybersecurity Framework.][added: CSF.]

We have an information security training program that includes: monthly awareness articles, a phishing training program (with reports reviewed by the Executive Team), [removed: a Security Ambassador program for additional training] and [removed: awareness for individuals in high risk roles,] required and optional training modules in our Learning Management [removed: System, and quarterly security-focused podcasts.][added: System.]

Our information security team includes our Executive Vice President, Chief Digital & Technology [removed: Officer; our Vice President, Chief Information Officer;] [added: Officer] and our Head of Technology Risk, Compliance and Chief Information Security Officer.

[removed: She] [added: He] holds a [removed: master’s] [added: bachelor's] degree in [removed: computer science] [added: information systems] and a [removed: master’s degree in business applications] [added: master] of [removed: information and technology.][added: business administration degree.]

Our Head of Technology Risk, Compliance and Chief Information Security Officer has [added: 37 years of experience in Life Sciences Information Technology, including] over 20 years of experience in information [removed: security,] [added: security] and holds [removed: a] bachelor’s degrees in computer science and biology.

[removed: At least twice annually, the] [added: The] Zoetis information security team [added: regularly] presents updates to the Audit Committee with respect to the information security program, including the status of our security measures and our efforts to identify and mitigate information security risks.

Prior to Zoetis, he was the VP, Information Technology at Biogen, overseeing all aspects of Infrastructure, IT Operations, and Enterprise Architecture globally and held various corporate leadership roles at Eli Lilly and Company, including Head of IT Infrastructure and Enabling Functions.

27 |

She was the Chief Information Officer for key business units at an S&P 500 healthcare company, and was that company’s first Chief Information Security Officer, where she led the strategy and execution to secure products, devices, manufacturing systems and information across businesses.

Our Vice President, Chief Information Officer has over 20 years of experience in technology and digital leadership roles at large public companies and holds a bachelor’s degree in information systems.

28 |

We have approximately [removed: 190] [added: 184] owned and leased properties, amounting to approximately [removed: 13.5] [added: 11.4] million square feet, around the world for sales and marketing, customer service, regulatory compliance, R&D, manufacturing and distribution, and administrative support functions.

Our largest R&D [removed: facility is] [added: and manufacturing facilities are located at] our owned [removed: U.S. research and development] site located in Kalamazoo, Michigan, which represents approximately 1.6 million square feet.

In addition, our global manufacturing network continues to be supplemented by [removed: 109] [added: over 110] CMOs.

The site represents approximately 0.9 million square feet dedicated to R&D and approximately 0.7 million square feet for manufacturing.

None of our other non-manufacturing sites are more than 0.3 million square feet.

The largest manufacturing site in our global manufacturing network is our manufacturing site located in Kalamazoo, Michigan, which represents approximately 0.6 million square feet.

No other site in our global manufacturing network is more than 0.6 million square feet.

28 |

29 |

As of February [removed: 9, 2024,] [added: 7, 2025,] there were [removed: 457,867,115] [added: 447,791,917] shares of our common stock outstanding, held by [removed: 1,574] [added: 1,468] shareholders of record.

As of December 31, [removed: 2023,] [added: 2024,] there was [removed: $1.5] [added: $5.6] billion remaining under this authorization.

Issuer purchases of equity securities for the three months ended December 31, [removed: 2023] [added: 2024] were as follows:

(a) The company repurchased [removed: 3,108] [added: 2,972] shares during the three-month period ended December 31, [removed: 2023,] [added: 2024,] that were not part of the publicly announced share repurchase authorization.

The graph below compares the cumulative total shareholder return on an investment in our common stock, the S&P 500 Index and the S&P 500 Pharmaceuticals Index for the five fiscal years beginning with the close of trading on December 31, [removed: 2018] [added: 2019] and ending December 31, [removed: 2023.][added: 2024.]

The graph assumes an investment of $100 on December 31, [removed: 2018,] [added: 2019,] in our common stock, the S&P 500 Index and the S&P 500 Pharmaceuticals Index and assumes dividends, if any, were reinvested.

[removed: ][added: ]

| | | | December 31, [removed: 2018 | | | December 31,] 2019 | | | December 31, 2020 | | | December 31, 2021 | | | December 31, 2022 | | | December 31, 2023 | | | [added: December 31, 2024 | | |]

This program was completed as of December 31, 2024.

In August 2024, our Board of Directors authorized a new multi-year share repurchase program of up to $6 billion of our outstanding common stock.

| October 1 - October 31, 2024 | | | 406,138 | | | $187.74 | | | 404,610 | | | $6,123,583,633 | | |

| November 1 - November 30, 2024 | | | 1,235,190 | | | $175.49 | | | 1,234,001 | | | $5,907,016,961 | | |

| December 1 - December 31, 2024 | | | 1,475,700 | | | $175.85 | | | 1,475,445 | | | $5,647,168,628 | | |

| Total | | | 3,117,028 | | | $177.26 | | | 3,114,056 | | | $5,647,168,628 | | |

29 |

| Zoetis Inc. | | | $100 | | | $125.76 | | | $186.46 | | | $112.80 | | | $153.30 | | | $127.80 | | |

| S&P 500 Index | | | $100 | | | $118.40 | | | $152.39 | | | $124.79 | | | $157.59 | | | $197.02 | | |

| S&P 500 Pharmaceuticals Index | | | $100 | | | $107.53 | | | $135.22 | | | $146.65 | | | $147.13 | | | $159.21 | | |

| October 1 - October 31, 2023 | | | 621,480 | | | $167.90 | | | 619,842 | | | $1,626,212,036 | | |

| November 1 - November 30, 2023 | | | 312,415 | | | $165.78 | | | 311,950 | | | $1,574,494,738 | | |

| December 1 - December 31, 2023 | | | 419,971 | | | $189.76 | | | 418,966 | | | $1,494,864,468 | | |

| Total | | | 1,353,866 | | | $174.19 | | | 1,350,758 | | | $1,494,864,468 | | |

| Zoetis Inc. | | | $100 | | | $155.71 | | | $195.83 | | | $290.34 | | | $175.64 | | | $238.70 | | |

| S&P 500 Index | | | $100 | | | $131.49 | | | $155.68 | | | $200.37 | | | $164.08 | | | $207.21 | | |

| S&P 500 Pharmaceuticals Index | | | $100 | | | $115.09 | | | $123.75 | | | $155.62 | | | $168.77 | | | $169.33 | | |

31 |

| Reports of Independent Registered Public Accounting Firm | | | [removed: [54](#i52df0685fa21444fb44d762f4f1115f9_142)] [added: [53](#i0c3ebb41425547159511304d1b91c04d_145)] | | |

| Consolidated Statements of Income for the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | [removed: [57](#i52df0685fa21444fb44d762f4f1115f9_148)] [added: [56](#i0c3ebb41425547159511304d1b91c04d_151)] | | |

| Consolidated Statements of Comprehensive Income for the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | [removed: [58](#i52df0685fa21444fb44d762f4f1115f9_151)] [added: [57](#i0c3ebb41425547159511304d1b91c04d_154)] | | |

| Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] | | | [removed: [59](#i52df0685fa21444fb44d762f4f1115f9_154)] [added: [58](#i0c3ebb41425547159511304d1b91c04d_157)] | | |

| Consolidated Statements of Equity for the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | [removed: [60](#i52df0685fa21444fb44d762f4f1115f9_160)] [added: [59](#i0c3ebb41425547159511304d1b91c04d_160)] | | |

| Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | [removed: [61](#i52df0685fa21444fb44d762f4f1115f9_163)] [added: [60](#i0c3ebb41425547159511304d1b91c04d_163)] | | |

| Notes to Consolidated Financial Statements | | | [removed: [62](#i52df0685fa21444fb44d762f4f1115f9_166)] [added: [61](#i0c3ebb41425547159511304d1b91c04d_166)] | | |

| Schedule II—Valuation and Qualifying Accounts | | | [removed: [91](#i52df0685fa21444fb44d762f4f1115f9_229)] [added: [90](#i0c3ebb41425547159511304d1b91c04d_229)] | | |

We have audited the accompanying consolidated balance sheets of Zoetis Inc. and subsidiaries (the Company) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2023,] [added: 2024,] and the related notes and financial statement Schedule II - Valuation and Qualifying Accounts (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2023,] [added: 2024,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 13, [removed: 2024] [added: 2025] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

As discussed in Notes 3 and [removed: 8D] [added: 8C] in the consolidated financial statements, the Company’s tax positions are subject to examination by local taxing authorities in each respective tax jurisdiction, and the resolution of such examinations may span multiple years.

As of December 31, [removed: 2023,] [added: 2024,] the Company has recorded gross unrecognized tax benefits of [removed: $209] [added: $213] million.

[removed: ■evaluating] [added: - evaluating] the Company’s interpretation of relevant tax laws and the potential impact on the unrecognized tax benefits by developing an independent assessment of the tax position’s more likely than not to be sustained under examination determination as well as the estimate of the amount of the gross unrecognized tax benefit, if any, based on our understanding and interpretation of tax laws,

[removed: ■reading] [added: - reading] and evaluating the tax opinion, and

[removed: ■assessing] [added: - assessing] the Company’s transfer pricing policies for compliance with applicable laws and regulations.

Amounts recorded as a reduction in accounts receivable as of December 31, [removed: 2023] [added: 2024] are approximately [removed: $301] [added: $257] million and accruals for deductions from revenue included in accrued expenses are approximately [removed: $323] [added: $344] million.

We evaluated the historical accuracy of the Company’s U.S. rebates accrual by comparing the previously recorded accrual as of December 31, [removed: 2022] [added: 2023] to the actual amount that ultimately was paid by the Company during [removed: 2023.][added: 2024.]

We have audited Zoetis Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2023,] [added: 2024,] and the related notes and financial statement Schedule II - Valuation and Qualifying Accounts (collectively, the consolidated financial statements), and our report dated February 13, [removed: 2024] [added: 2025] expressed an unqualified opinion on those consolidated financial statements.

| (MILLIONS OF DOLLARS AND SHARES, EXCEPT PER SHARE DATA) | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Revenue | | | | | | $ | [removed: 8,544] [added: 9,256] | | | | | $ | [removed: 8,080] [added: 8,544] | | | | | $ | [removed: 7,776] [added: 8,080] | |

| Cost of sales(a) | | | | | | [removed: 2,561] [added: 2,719] | | | | | | [removed: 2,454] [added: 2,561] | | | | | | [removed: 2,303] [added: 2,454] | | |

| Selling, general and administrative expenses(a) | | | | | | [removed: 2,151] [added: 2,318] | | | | | | [removed: 2,009] [added: 2,151] | | | | | | [removed: 2,001] [added: 2,009] | | |

| Research and development expenses(a) | | | | | | [removed: 614] [added: 686] | | | | | | [removed: 539] [added: 614] | | | | | | [removed: 508] [added: 539] | | |

| Amortization of intangible assets | | | | | | [removed: 149] [added: 141] | | | | | | [removed: 150] [added: 149] | | | | | | [removed: 161] [added: 150] | | |

| Restructuring charges and certain [removed: acquisition-related] [added: acquisition and divestiture-related] costs | | | | | | 53 | | | | | | [removed: 11] [added: 53] | | | | | | [removed: 43] [added: 11] | | |

| Interest expense, net of capitalized interest | | | | | | [removed: 239] [added: 225] | | | | | | [removed: 221] [added: 239] | | | | | | [removed: 224] [added: 221] | | |

| Other (income)/deductions––net | | | | | | [removed: (159)] [added: (19)] | | | | | | [removed: 40] [added: (159)] | | | | | | [removed: 48] [added: 40] | | |

| Income before provision for taxes on income | | | | | | [removed: 2,936] [added: 3,133] | | | | | | [removed: 2,656] [added: 2,936] | | | | | | [removed: 2,488] [added: 2,656] | | |

| Provision for taxes on income | | | | | | [removed: 596] [added: 637] | | | | | | [removed: 545] [added: 596] | | | | | | [removed: 454] [added: 545] | | |

| Net income before allocation to noncontrolling interests | | | | | | [removed: 2,340] [added: 2,496] | | | | | | [removed: 2,111] [added: 2,340] | | | | | | [removed: 2,034] [added: 2,111] | | |

| Less: Net [removed: loss] [added: income/(loss)] attributable to noncontrolling interests | | | | | | [removed: (4)] [added: 10] | | | | | | [removed: (3)] [added: (4)] | | | | | | (3) | | |

| Net income attributable to Zoetis Inc. | | | | | | $ | [removed: 2,344] [added: 2,486] | | | | | $ | [removed: 2,114] [added: 2,344] | | | | | $ | [removed: 2,037] [added: 2,114] | |

| Basic | | | | | | $ | [removed: 5.08] [added: 5.47] | | | | | $ | [removed: 4.51] [added: 5.08] | | | | | $ | [removed: 4.29] [added: 4.51] | |

| Diluted | | | | | | $ | [removed: 5.07] [added: 5.47] | | | | | $ | [removed: 4.49] [added: 5.07] | | | | | $ | [removed: 4.27] [added: 4.49] | |

| Basic | | | | | | [removed: 461.172] [added: 454.200] | | | | | | [removed: 468.891] [added: 461.172] | | | | | | [removed: 474.348] [added: 468.891] | | |

| Diluted | | | | | | [removed: 462.269] [added: 454.848] | | | | | | [removed: 470.385] [added: 462.269] | | | | | | [removed: 476.717] [added: 470.385] | | |

| Dividends declared per common share | | | | | | $ | [removed: 1.557] [added: 1.796] | | | | | $ | [removed: 1.350] [added: 1.557] | | | | | $ | [removed: 1.075] [added: 1.350] | |

52 |

February 13, 2025

February 13, 2025

| Net income | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,486 | | | | | | — | | | | | | 10 | | | | | | 2,496 | | |

| Deconsolidation of noncontrolling interests | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (4) | | | | | | (4) | | |

| Balance, December 31, 2024 | | | | | | 501.9 | | | | | | $ | 5 | | | | | 53.4 | | | | | | $ | (7,445) | | | | | $ | 1,182 | | | | | $ | 11,968 | | | | | $ | (940) | | | | | $ | — | | | | | $ | 4,770 | |

| Net income before allocation to noncontrolling interests | | | | | | $ | 2,496 | | | | | $ | 2,340 | | | | | $ | 2,111 | |

On October 31, 2024, we completed the divestiture of our medicated feed additive product portfolio, certain water soluble products and related assets, and, as a result, our major product categories no longer include the category of medicated feed additives.

Acquisitions and Divestitures*.

Certain reclassifications of prior year information have been made to conform to the current year's presentation.

In the third quarter of 2024, we concluded that we were no longer the primary beneficiary of a variable interest entity (VIE) that was previously consolidated.

The effects of the deconsolidation were not material to the consolidated financial statements.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.

The new guidance requires expanded annual and interim disclosures for significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss.

We adopted this guidance as of January 1, 2024, which resulted in additional disclosures in the notes to our consolidated financial statements that we applied retrospectively to all prior periods presented.

See *Note 19.

Segment Information.*

Recently Issued Accounting Standards

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax disclosures.

The new guidance requires standardized categories for the effective tax rate reconciliation, disaggregation of income taxes paid and other income tax-related disclosures.

This update is effective for fiscal years beginning after December 15, 2024.

We are currently evaluating the impact that the new guidance will have on our notes to the consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.

The new guidance requires a public business entity to provide disaggregated disclosures, in the notes to the financial statements, of certain categories of expenses that are included in expense line items on the face of the income statement.

The amendments in this Update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

We are currently evaluating the impact that the new guidance will have on our notes to the consolidated financial statements.

We adjust our estimates and

approximately $257 million and $301 million, respectively.

In the first quarter of 2024, we modified the list of major product categories to include a category for pain and sedation products, which were previously included within other pharmaceutical products.

The prior period presentation has been revised to reflect the new product category.

On October 31, 2024, we completed the divestiture of our medicated feed additive product portfolio, certain water soluble products and related assets, and, as a result, our major product categories no longer include the category of medicated feed additives.

Acquisitions and Divestitures*.

- pain and sedation: products that alleviate pain, primarily associated with osteoarthritis and postoperative pain;

Human population growth and increasing standards of living are

| Contract manufacturing & human health | | | | | | 80 | | | | | | 78 | | | | | | 86 | | |

| Total Revenue | | | | | | $ | 9,256 | | | | | $ | 8,544 | | | | | $ | 8,080 | |

| Contract manufacturing & human health | | | | | | 80 | | | | | | 78 | | | | | | 86 | | |

| Total Revenue | | | | | | $ | 9,256 | | | | | $ | 8,544 | | | | | $ | 8,080 | |

| (MILLIONS OF DOLLARS) | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

February 13, 2024

| Balance, December 31, 2020 | | | | | | 501.9 | | | | | | $ | 5 | | | | | 26.6 | | | | | | $ | (2,230) | | | | | $ | 1,065 | | | | | $ | 5,659 | | | | | $ | (730) | | | | | $ | 4 | | | | | $ | 3,773 | |

| Net income/(loss) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,344 | | | | | | — | | | | | | (4) | | | | | | 2,340 | | |

| Employee benefit plan contribution from Pfizer Inc. | | | | | | — | | | | | | 3 | | | | | | 3 | | |

For those subsidiaries included in these consolidated financial statements where our ownership is less than 100%, including a variable interest entity consolidated by Zoetis as the primary beneficiary, the noncontrolling interests have been shown in equity as *Equity attributable to noncontrolling interests*.

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.

In January 2021 and December 2022, it issued subsequent amendments to the initial guidance: ASU No. 2021-01 and ASU No. 2022-06, Reference Rate Reform (Topic 848).

The new guidance provides temporary optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (LIBOR) or another reference rate expected to be discontinued because of reference rate reform.

Adoption of the guidance is optional and effective as of March 12, 2020, but only available through December 31, 2024.

During the first quarter of 2023, we adopted the guidance by executing amendments to our affected contracts that referenced LIBOR.

The adoption did not have a material impact on our consolidated financial statements or related disclosures.

- medicated feed additives: products added to animal feed that provide medicines to livestock.

| Other pharmaceuticals | | | | | | 1,280 | | | | | | 1,043 | | | | | | 966 | | |

In 2021, we also acquired certain assets to expand our portfolio of equine care products, which did not have a material impact on our consolidated financial statements.

| Integration costs(a) | | | | | | $ | 3 | | | | | $ | 4 | | | | | $ | 10 | |

| Transaction costs(b) | | | | | | 4 | | | | | | 1 | | | | | | — | | |

(b) Transaction costs represent external costs directly related to acquiring businesses and primarily includes expenditures for banking, legal, accounting and other similar services.

The restructuring charges for the year ended December 31, 2021 primarily relates to the realignment of our international operations and other cost-reduction and productivity initiatives.

| Non-cash activity | | | | | | — | | | | | | (1) | | | | | | — | | | | | | (1) | | |

| Net loss on sale of assets | | | | | | — | | | | | | — | | | | | | 3 | | |

For 2021, primarily represents asset impairment charges related to developed technology rights and trademarks in our dairy cattle, diagnostics and aquatic health businesses.

Tax Matters Agreement

In connection with the separation from Pfizer in 2013, we entered into a tax matters agreement with Pfizer that governs the parties' respective rights, responsibilities and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and other matters regarding taxes.

In general, under the agreement:

- Pfizer will be responsible for any U.S. federal, state, local or foreign income taxes and any U.S. state or local non-income taxes (and any related interest, penalties or audit adjustments and including those taxes attributable to our business) reportable on a consolidated, combined or unitary return that includes Pfizer or any of its subsidiaries (and us and/or any of our subsidiaries) for any periods or portions thereof ending on or prior to December 31, 2012.

We will be responsible for the portion of any such taxes for periods or portions thereof beginning on or after January 1, 2013, as would be applicable to us if we filed the relevant tax returns on a standalone basis.

- We will be responsible for any U.S. federal, state, local or foreign income taxes and any U.S. state or local non-income taxes (and any related interest, penalties or audit adjustments) that are reportable on returns that include only us and/or any of our subsidiaries, for all tax periods whether before or after the completion of the separation from Pfizer.

- Pfizer will be responsible for certain specified foreign taxes directly resulting from certain aspects of the separation from Pfizer.

We will not generally be entitled to receive payment from Pfizer in respect of any of our tax attributes or tax benefits or any reduction of taxes of Pfizer.

Neither party's obligations under the agreement will be limited in amount or subject to any cap.

The agreement also assigns responsibilities for administrative matters, such as the filing of returns, payment of taxes due, retention of records and conduct of audits, examinations or similar proceedings.

In addition, the agreement provides for cooperation and information sharing with respect to tax matters.

Pfizer is primarily responsible for preparing and filing any tax return with respect to the Pfizer affiliated group for U.S. federal income tax purposes and with respect to any consolidated, combined, unitary or similar group for U.S. state or local or foreign income tax purposes or U.S. state or local non-income tax purposes that includes Pfizer or any of its subsidiaries, including those that also include us and/or any of our subsidiaries.

We are generally responsible for preparing and filing any tax returns that include only us and/or any of our subsidiaries.

The party responsible for preparing and filing a given tax return will generally have exclusive authority to control tax contests related to any such tax return.

D.

In 2021, included in *Noncurrent deferred tax assets* and *Other noncurrent assets* ($1 million) and *Other taxes payable* ($188 million).

Tax Matters Agreement* for years prior to 2013).

| 3.250% 2013 senior notes due 2023 | | | | | | $ | — | | | | | $ | 1,350 | |

| Operating leases | | | | | | $ | 57 | | | | | $ | 48 | | | | | $ | 38 | | | | | $ | 30 | | | | | $ | 25 | | | | | $ | 73 | | | | | $ | 271 | | | | | $ | (35) | | | | | $ | 236 | |

Based upon that evaluation as of December 31, [removed: 2023,] [added: 2024,] the company's Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures are effective at a reasonable level of assurance in alerting them in a timely manner to material information required to be disclosed in our periodic reports filed with the SEC.

Based on our evaluation under the framework in *Internal Control - Integrated Framework*, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2023.][added: 2024.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] has been audited by KPMG LLP, an independent registered public accounting firm, as stated in its report included herein.

None.

Heidi Chen, Executive Vice President, General Counsel and Corporate Secretary; Business Lead of Human Health Diagnostics, adopted a pre-arranged trading plan on December 15, 2023, that is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended.

Ms. Chen's plan provides for the sale of up to 8,310 shares of Zoetis common stock between March 15, 2024 and March 13, 2026.

91 |

92 |

Information about our directors is incorporated by reference from the discussion under the heading *Item 1*\-*Election of Directors* in our [removed: 2024] [added: 2025] Proxy Statement.

Information about [removed: compliance with Section 16(a) of the Exchange Act] [added: our insider trading policies and procedures] is incorporated by reference from the discussion under the heading [removed: *Delinquent Section 16(a) Reports*] [added: *Insider Trading Policy*] in our [removed: 2024] [added: 2025] Proxy Statement.

Information about the Zoetis Code of Conduct governing our employees, including our Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer and Controller, and our Board of Directors, is incorporated by reference from the discussions under the heading *Corporate Governance at Zoetis* in our [removed: 2024] [added: 2025] Proxy Statement.

Information regarding the procedures by which our stockholders may recommend nominees to our Board of Directors is incorporated by reference from the discussion under the heading *Corporate Governance at Zoetis* in our [removed: 2024] [added: 2025] Proxy Statement.

Information about our Audit Committee, including the members of the Committee, and our Audit Committee financial experts, is incorporated by reference from the discussion under the heading *Corporate Governance at Zoetis* in our [removed: 2024] [added: 2025] Proxy Statement.

Information regarding our executive officers is presented in Part I, Item 1 of this report under the heading *Information about our Executive Officers*.

Information about director compensation is incorporated by reference from the discussion under the heading *Corporate Governance at Zoetis* in our [removed: 2024] [added: 2025] Proxy Statement.

Information about executive compensation is incorporated by reference from the discussion under the heading *Executive* *Compensation* in our [removed: 2024] [added: 2025] Proxy Statement.

Information required by this item is incorporated by reference from the discussion under the heading *Ownership of Our Common Stock* in our [removed: 2024] [added: 2025] Proxy Statement.

Information about certain relationships and transactions with related parties and our policies and procedures in relation to such transactions is incorporated by reference from the discussion under the heading *Transactions with Related Persons* in our [removed: 2024] [added: 2025] Proxy Statement.

Information about director independence is incorporated by reference from the discussion under the heading *Corporate Governance at [removed: Zoetis-Corporate Governance Principles and Practices-Director Independence*] [added: Zoetis*] in our [removed: 2024] [added: 2025] Proxy Statement.

Information about the fees for professional services rendered by our independent registered public accounting firm in [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] is incorporated by reference from the discussion under the heading *Item 3*—*Ratification of Appointment of KPMG as our Independent Registered Public Accounting Firm for [removed: 2024*] [added: 2025*] in our [removed: 2024] [added: 2025] Proxy Statement.

Our Audit Committee's policy on pre-approval of audit and permissible non-audit services of our independent registered public accounting firm is incorporated by reference from the discussion under the heading *Item 3*—*Ratification of Appointment of KPMG as our Independent Registered Public Accounting Firm for [removed: 2024*] [added: 2025*] in our [removed: 2024] [added: 2025] Proxy Statement.

92 |

93 |

| [Exhibit [removed: 3.1](https://www.sec.gov/Archives/edgar/data/1555280/000155528023000159/exhibit31zoetis-updatedcha.htm)] [added: 3.1](https://www.sec.gov/Archives/edgar/data/1555280/000155528024000257/exhibit31zoetis-restatedch.htm)] | | | | | | Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to Zoetis Inc.'s Current | | |

| | | | | | | Report on Form 8-K filed on May [removed: 29, 2023] [added: 23, 2024] (File No. 001-35797)) | | |

| [Exhibit [removed: 4.2](http://www.sec.gov/Archives/edgar/data/1555280/000119312513027025/d381653dex42.htm)] [added: 4.2](https://www.sec.gov/Archives/edgar/data/1555280/000119312513027025/d381653dex42.htm)] | | | | | | Indenture, dated as of January 28, 2013, between Zoetis Inc. and Deutsche Bank Trust Company Americas, as trustee | | |

| [Exhibit [removed: 4.3](http://www.sec.gov/Archives/edgar/data/1555280/000119312513027025/d381653dex43.htm)] [added: 4.3](https://www.sec.gov/Archives/edgar/data/1555280/000119312513027025/d381653dex43.htm)] | | | | | | First Supplemental Indenture, dated as of January 28, 2013, between Zoetis Inc. and Deutsche Bank Trust Company | | |

| [Exhibit [removed: 4.4](http://www.sec.gov/Archives/edgar/data/1555280/000119312515377110/d39819dex42.htm)] [added: 4.4](https://www.sec.gov/Archives/edgar/data/1555280/000119312515377110/d39819dex42.htm)] | | | | | | Second Supplemental Indenture, dated November 13, 2015, between Zoetis Inc. and Deutsche Bank Trust Company | | |

| [Exhibit [removed: 4.5](http://www.sec.gov/Archives/edgar/data/1555280/000119312517282801/d456656dex42.htm)] [added: 4.5](https://www.sec.gov/Archives/edgar/data/1555280/000119312517282801/d456656dex42.htm)] | | | | | | Third Supplemental Indenture, dated September 12, 2017, between Zoetis Inc. and Deutsche Bank Trust Company Americas, | | |

| | | | | | | [added: filed on August 20, 2018] (File No. 001-35797)) | | |

| [Exhibit [removed: 4.6](http://www.sec.gov/Archives/edgar/data/1555280/000119312518252910/d601449dex42.htm)] [added: 4.6](https://www.sec.gov/Archives/edgar/data/1555280/000119312518252910/d601449dex42.htm)] | | | | | | Fourth Supplemental Indenture, dated August 20, 2018, between Zoetis Inc. and Deutsche Bank Trust Company Americas, | | |

| | | | | | | as trustee (incorporated by reference to Exhibit 4.2 to Zoetis Inc.’s Current Report on Form 8-K [removed: filed on August 20, 2018] | | |

| [Exhibit 4.8](https://www.sec.gov/Archives/edgar/data/1555280/000110465922119521/tm2230604d1_ex4-2.htm) | | | | | | Sixth Supplemental Indenture, dated November 16, 2022, between Zoetis Inc. and Deutsche Bank Trust Company Americas, [added: as] | | |

| | | | | | | [removed: as] trustee (incorporated by reference to Exhibit 4.2 to Zoetis Inc.’s Current Report on Form 8-K filed on November 16, 2022 | | |

| [Exhibit [removed: 4.](http://www.sec.gov/Archives/edgar/data/1555280/000119312515377110/d39819dex42.htm)[9](http://www.sec.gov/Archives/edgar/data/1555280/000119312515377110/d39819dex42.htm)] [added: 4.9](https://www.sec.gov/Archives/edgar/data/1555280/000119312515377110/d39819dex42.htm)] | | | | | | Form of 4.500% Senior Notes due 2025 (incorporated by reference to Exhibit 4.2 to Zoetis Inc.’s Current Report on | | |

| [Exhibit [removed: 4.1](http://www.sec.gov/Archives/edgar/data/1555280/000119312513027025/d381653dex43.htm)[0](http://www.sec.gov/Archives/edgar/data/1555280/000119312513027025/d381653dex43.htm)] [added: 4.10](https://www.sec.gov/Archives/edgar/data/1555280/000119312513027025/d381653dex43.htm)] | | | | | | Form of 4.700% Senior Notes due 2043 (incorporated by reference to Exhibit 4.3 of Zoetis Inc.'s registration statement on | | |

| [Exhibit [removed: 4.1](http://www.sec.gov/Archives/edgar/data/1555280/000119312517282801/d456656dex42.htm)[1](http://www.sec.gov/Archives/edgar/data/1555280/000119312517282801/d456656dex42.htm)] [added: 4.11](https://www.sec.gov/Archives/edgar/data/1555280/000119312517282801/d456656dex42.htm)] | | | | | | Form of 3.000% Senior Notes due 2027 (incorporated by reference to Exhibit 4.2 to Zoetis Inc.’s Current Report on Form 8-K | | |

| [Exhibit [removed: 4.1](http://www.sec.gov/Archives/edgar/data/1555280/000119312517282801/d456656dex42.htm)[2](http://www.sec.gov/Archives/edgar/data/1555280/000119312517282801/d456656dex42.htm)] [added: 4.12](https://www.sec.gov/Archives/edgar/data/1555280/000119312517282801/d456656dex42.htm)] | | | | | | Form of 3.950% Senior Notes due 2027 (incorporated by reference to Exhibit 4.2 to Zoetis Inc.’s Current Report on Form 8-K | | |

| [Exhibit [removed: 4.](http://www.sec.gov/Archives/edgar/data/1555280/000119312518252910/d601449dex42.htm)[1](http://www.sec.gov/Archives/edgar/data/1555280/000119312518252910/d601449dex42.htm)[3](http://www.sec.gov/Archives/edgar/data/1555280/000119312518252910/d601449dex42.htm)] [added: 4.13](https://www.sec.gov/Archives/edgar/data/1555280/000119312518252910/d601449dex42.htm)] | | | | | | Form of 3.900% Senior Notes due 2028 (incorporated by reference to Exhibit 4.2 to Zoetis Inc.’s Current Report on Form 8-K | | |

| [Exhibit [removed: 4.1](http://www.sec.gov/Archives/edgar/data/1555280/000119312518252910/d601449dex42.htm)[4](http://www.sec.gov/Archives/edgar/data/1555280/000119312518252910/d601449dex42.htm)] [added: 4.14](https://www.sec.gov/Archives/edgar/data/1555280/000119312518252910/d601449dex42.htm)] | | | | | | Form of 4.450% Senior Notes due 2048 (incorporated by reference to Exhibit 4.2 to Zoetis Inc.’s Current Report on Form 8-K | | |

| [Exhibit [removed: 4.1](https://www.sec.gov/Archives/edgar/data/1555280/000119312520140399/d901166dex42.htm)[5](https://www.sec.gov/Archives/edgar/data/1555280/000119312520140399/d901166dex42.htm)] [added: 4.15](https://www.sec.gov/Archives/edgar/data/1555280/000119312520140399/d901166dex42.htm)] | | | | | | Form of 2.000% Senior Notes due 2030 (incorporated by reference to Exhibit 4.2 to Zoetis Inc.’s Current Report on Form 8-K | | |

| [Exhibit [removed: 4.1](https://www.sec.gov/Archives/edgar/data/1555280/000119312520140399/d901166dex42.htm)[6](https://www.sec.gov/Archives/edgar/data/1555280/000119312520140399/d901166dex42.htm)] [added: 4.16](https://www.sec.gov/Archives/edgar/data/1555280/000119312520140399/d901166dex42.htm)] | | | | | | Form of 3.000% Senior Notes due 2050 (incorporated by reference to Exhibit 4.2 to Zoetis Inc.’s Current Report on Form 8-K | | |

| [Exhibit [removed: 4.1](https://www.sec.gov/Archives/edgar/data/1555280/000110465922119521/tm2230604d1_ex4-3.htm)[7](https://www.sec.gov/Archives/edgar/data/1555280/000110465922119521/tm2230604d1_ex4-3.htm)] [added: 4.17](https://www.sec.gov/Archives/edgar/data/1555280/000110465922119521/tm2230604d1_ex4-3.htm)] | | | | | | Form of 5.400% Senior Notes due 2025 (incorporated by reference to Exhibit 4.3 to Zoetis Inc.’s Current Report on Form 8-K | | |

| [Exhibit [removed: 4.1](https://www.sec.gov/Archives/edgar/data/1555280/000110465922119521/tm2230604d1_ex4-4.htm)[8](https://www.sec.gov/Archives/edgar/data/1555280/000110465922119521/tm2230604d1_ex4-4.htm)] [added: 4.18](https://www.sec.gov/Archives/edgar/data/1555280/000110465922119521/tm2230604d1_ex4-4.htm)] | | | | | | Form of 5.600% Senior Notes due 2032 (incorporated by reference to Exhibit 4.4 to Zoetis Inc.’s Current Report on Form 8-K | | |

| [Exhibit [removed: 4.](https://www.sec.gov/Archives/edgar/data/1555280/000155528023000074/exhibit420descriptionofsec.htm)[19](https://www.sec.gov/Archives/edgar/data/1555280/000155528023000074/exhibit420descriptionofsec.htm)] [added: 97](https://www.sec.gov/Archives/edgar/data/1555280/000155528024000143/exhibit97zoetiscompensatio.htm)] | | | | | | [removed: Description of the Registrant’s Securities] [added: Zoetis Inc. Compensation Recovery Policy] (incorporated by reference to Exhibit [removed: 4.20] [added: 97] to Zoetis [removed: Inc.'s] [added: Inc.’s] Annual Report on Form 10-K | | |

| | | | | | | filed on February [removed: 14, 2023] [added: 13, 2024] (File [removed: No. 001-35797))†] [added: No 001-35797))] | | |

| [Exhibit [removed: 10.1](http://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit101.htm)] [added: 10.1](https://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit101.htm)] | | | | | | Global Separation Agreement, dated February 6, 2013, by and between Zoetis Inc. and Pfizer Inc. (incorporated by reference to | | |

| [Exhibit [removed: 10.](http://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetixexhibit104.htm)[2](http://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetixexhibit104.htm)] [added: 10.2](https://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetixexhibit104.htm)] | | | | | | Research and Development Collaboration and License Agreement, dated February 6, 2013, by and between Zoetis Inc. | | |

| [Exhibit [removed: 10.](http://www.sec.gov/Archives/edgar/data/1555280/000119312512463564/d381653dex106.htm)[3](http://www.sec.gov/Archives/edgar/data/1555280/000119312512463564/d381653dex106.htm)] [added: 10.3](https://www.sec.gov/Archives/edgar/data/1555280/000119312512463564/d381653dex106.htm)] | | | | | | Pfizer Inc. 2004 Stock Plan, as amended and restated (incorporated by reference to Exhibit 10.6 of Zoetis Inc.'s registration | | |

| [Exhibit [removed: 10.](http://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit108.htm)[4](http://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit108.htm)] [added: 10.4](https://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit108.htm)] | | | | | | Patent and Know-How License Agreement (Zoetis as licensor), dated February 6, 2013, by and between Zoetis Inc. and | | |

| [Exhibit [removed: 10.](http://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit109.htm)[5](http://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit109.htm)] [added: 10.5](https://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit109.htm)] | | | | | | Patent and Know-How License Agreement (Pfizer as licensor), dated February 6, 2013, by and between Zoetis Inc. and | | |

| [Exhibit [removed: 10.](http://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit1010.htm)[6](http://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit1010.htm)] [added: 10.6](https://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit1010.htm)] | | | | | | Trademark and Copyright License Agreement, dated February 6, 2013, by and between Zoetis Inc. and Pfizer Inc. | | |

| [Exhibit [removed: 10.](http://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit1013.htm)[7](http://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit1013.htm)] [added: 10.7](https://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit1013.htm)] | | | | | | Environmental Matters Agreement, dated February 6, 2013, by and between Zoetis Inc. and Pfizer Inc. (incorporated by | | |

| [Exhibit [removed: 10.](https://www.sec.gov/Archives/edgar/data/1555280/000155528022000231/exhibit101-zoetisinc2013eq.htm)[8](https://www.sec.gov/Archives/edgar/data/1555280/000155528022000231/exhibit101-zoetisinc2013eq.htm)] [added: 10.8](https://www.sec.gov/Archives/edgar/data/1555280/000155528022000231/exhibit101-zoetisinc2013eq.htm)] | | | | | | Zoetis Inc. 2013 Equity and Incentive Plan, as amended and restated as of May 19, 2022 (incorporated by reference to Exhibit | | |

| [Exhibit [removed: 10.](https://www.sec.gov/Archives/edgar/data/1555280/000155528022000287/zoetis-2022creditagreement.htm)[9](https://www.sec.gov/Archives/edgar/data/1555280/000155528022000287/zoetis-2022creditagreement.htm)] [added: 10.9](https://www.sec.gov/Archives/edgar/data/1555280/000155528022000287/zoetis-2022creditagreement.htm)] | | | | | | Revolving Credit Agreement, dated as of December 21, 2022, among Zoetis Inc., the lenders party thereto and JPMorgan | | |

| [Exhibit [removed: 10.](http://www.sec.gov/Archives/edgar/data/1555280/000119312513009979/d381653dex1019.htm)[1](http://www.sec.gov/Archives/edgar/data/1555280/000119312513009979/d381653dex1019.htm)[0](http://www.sec.gov/Archives/edgar/data/1555280/000119312513009979/d381653dex1019.htm)] [added: 10.10](https://www.sec.gov/Archives/edgar/data/1555280/000119312513009979/d381653dex1019.htm)] | | | | | | Form of Indemnification Agreement for directors and officers (incorporated by reference to Exhibit 10.19 of Zoetis Inc's | | |

| [Exhibit [removed: 10.1](http://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit1021.htm)[1](http://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit1021.htm)] [added: 10.11](https://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit1021.htm)] | | | | | | Form of Restricted Stock Unit Award agreement (incorporated by reference to Exhibit 10.21 to Zoetis Inc.’s 2012 Annual | | |

| [Exhibit [removed: 10.1](http://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit1022.htm)[2](http://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit1022.htm)] [added: 10.12](https://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit1022.htm)] | | | | | | Form of Stock Option Award agreement (incorporated by reference to Exhibit 10.22 to Zoetis Inc.’s 2012 Annual Report | | |

| [Exhibit [removed: 10.1](http://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit1023.htm)[3](http://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit1023.htm)] [added: 10.13](https://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit1023.htm)] | | | | | | Form of Non-Employee Director Deferred Stock Unit Award agreement (incorporated by reference to Exhibit 10.23 | | |

| [Exhibit [removed: 10.1](http://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit1024.htm)[4](http://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit1024.htm)] [added: 10.14](https://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit1024.htm)] | | | | | | Form of Cash Award agreement (incorporated by reference to Exhibit 10.24 to Zoetis Inc.’s 2012 Annual Report on | | |

| [Exhibit [removed: 10](http://www.sec.gov/Archives/edgar/data/1555280/000155528015000097/a991-performancersuawardag.htm)[.](http://www.sec.gov/Archives/edgar/data/1555280/000155528015000097/a991-performancersuawardag.htm)[1](http://www.sec.gov/Archives/edgar/data/1555280/000155528015000097/a991-performancersuawardag.htm)[5](http://www.sec.gov/Archives/edgar/data/1555280/000155528015000097/a991-performancersuawardag.htm)] [added: 10.15](https://www.sec.gov/Archives/edgar/data/1555280/000155528015000097/a991-performancersuawardag.htm)] | | | | | | Form of Performance Restricted Stock Unit Award Agreement, effective as of February 27, 2015 (incorporated by | | |

| [Exhibit [removed: 10.1](http://www.sec.gov/Archives/edgar/data/1555280/000155528015000097/a992-rsuawardagreement2015.htm)[6](http://www.sec.gov/Archives/edgar/data/1555280/000155528015000097/a992-rsuawardagreement2015.htm)] [added: 10.16](https://www.sec.gov/Archives/edgar/data/1555280/000155528015000097/a992-rsuawardagreement2015.htm)] | | | | | | Form of Restricted Stock Unit Award Agreement, effective as of February 27, 2015 (incorporated by reference to | | |

| [Exhibit [removed: 10.1](http://www.sec.gov/Archives/edgar/data/1555280/000155528015000097/a993-stockoptionawardagree.htm)[7](http://www.sec.gov/Archives/edgar/data/1555280/000155528015000097/a993-stockoptionawardagree.htm)] [added: 10.17](https://www.sec.gov/Archives/edgar/data/1555280/000155528015000097/a993-stockoptionawardagree.htm)] | | | | | | Form of Stock Option Award Agreement, effective as of February 27, 2015 (incorporated by reference to Exhibit 99.3 | | |

93 |

| [Exhibit 4.19](https://www.sec.gov/Archives/edgar/data/1555280/000155528025000102/exhibit419descriptionofsec.htm) | | | | | | Description of the Registrant’s Securities† | | |

| [Exhibit 10.39](https://www.sec.gov/Archives/edgar/data/1555280/000155528025000102/exhibit1039zoetisformofprs.htm) | | | | | | Form of Performance Restricted Stock Unit Award Agreement (Revenue), effective as of February 5, 2025*† | | |

| [Exhibit 10.40](https://www.sec.gov/Archives/edgar/data/1555280/000155528024000262/exhibit101letteragreementc.htm) | | | | | | Letter Agreement dated as of May 20, 2024, by and between Heidi C. Chen and Zoetis Inc. (incorporated by reference to | | |

| | | | | | | Exhibit 10.1 to Zoetis Inc.'s Current Report on Form 8-K filed on May 24, 2024 (File No 001-35797))* | | |

| [Exhibit 10.41](https://www.sec.gov/Archives/edgar/data/1555280/000155528025000102/exhibit1041zoetispsru-tsr.htm) | | | | | | Form of Performance Restricted Stock Unit Award Agreement (Relative TSR), effective as of February 5, 2025*† | | |

| [Exhibit 10.42](https://www.sec.gov/Archives/edgar/data/1555280/000155528025000102/exhibit1042uksubplan.htm) | | | | | | Zoetis Inc. 2013 Equity and Incentive Plan, as amended and restated as of May 19, 2022 – Sub-Plan for UK Employees *† | | |

| /S/ GAVIN D.K. HATTERSLEY | | | | | | Director | | | | | | February 13, 2025 | | |

| Gavin D.K. Hattersley | | | | | | | | | | | | | | |

Peck and Heidi C.

| /S/ LINDA RHODES | | | | | | Director | | | | | | February 13, 2024 | | |

| Linda Rhodes | | | | | | | | | | | | | | |

99 |